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other person

sentative.

a

members.

become members of the company whose memorandum they have subscribed, and, upon the regist:ation of the company, shall be entered as members on the register of members; and every

who has agreed (a) to become a member of a company under this Act, and whose name is entered on the register of members, shall be deemed to be a member of the company.

24. Any transfer of the share or other interest of a deceased Transfer by member of a company under this Act, made by his personal

personal reprerepresentative, shall, notwithstanding such personal representative may not himself be a member, be of the same validity as if he had been a member at the time of the execution of the instrument of transfer.

25. Every company under this Act shall cause to be kept in Register of one or more books a register of its members, and there shall be entered therein the following particulars : (1.) The names and addresses, and the occupations, if any, of

the members of the company, with the addition, in the
case of a company having a capital divided into shares,
of a statement of the shares held by each member, dis-
tinguishing each share by its number; and of the
amount paid or agreed to be considered as paid on the

shares of each member.
(2.) The date at which the name of any person was entered in

the register as a member. (3.) The date at which any person ceased to be a member.

And any company acting in contravention of this section shall incur a penalty not exceeding 51. for every day during which its default in complying with the provisions of this section continues, and every director or manager of the company who shall knowingly and wilfully authorise or permit such contravention shall incur the like penalty.

26. Every company under this Act, and having a capital divided Annual return into shares, shall make, once at least in every year, a list of all of members, &c. persons who, on the fourteenth day succeeding the day on which the ordinary general meeting, or if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are members of the company; and such list shall state the names, addresses, and occupations of all the members therein mentioned, and the number of shares held hy each

(a) Not necessarily in writing (Cookney's case, 3 De G. & J. 170). Usually there must be something, e.g., notice of allotment, to show the applicant for shares that his application has been agreed to: (Gunn's case, 3 Ch. 40; Richards v. Home Assurance Association, 6 C. P. 591.) But it is sufficient if the letter of allotment be duly addressed and posted to the allottee, although not received by him: (Household Fire, &c., Company Limited v. Grant, 4 Ex, Div. 216.)

of them, and shall contain a summary specifying the following
particulars :-
(1.) The amount of the capital of the company, and the

number of shares into which it is divided.
(2.) The number of shares taken from the commencement of

the company up to the date of the summary. (3.) The amount of calls made on each share. (4.) The total amount of calls received. (5.) The total amount of calls unpaid. (6.) The total amount of shares forfeited. (7.) The names, addresses, and occupations of the persons

who have ceased to be members since the last list was

made, and the number of shares held by each of them. The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day, and a copy shall forth with be forwarded to the registrar of joint-stock companies.

27. If any company under this Act, and having a capital divided into shares, makes default in complying with the provisions of this Act with respect to forwarding such list of members or summary, as is hereinbefore mentioned, to the registrar, such company shall incur a penalty not exceeding 51. for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.

28. Every company under this Act, having a capital divided into shares, that has consolidated and divided its capital into shares of larger amount than its existing shares, or converted any portion of its capital into stock, shall give notice to the registrar of joint-stock companies of such consolidation, division, or conversion, specifying the shares so consolidated, divided, or converted.

29. Where any company under this Act, and having a capital divided into shares, has converted any portion of its capital into stock, and given notice of such conversion to the registrar, all the provisions of this Act which are applicable to shares only shall cease as to so much of the capital as is converted into stock; and the register of members thereby required to be kept by the company, and the list of members to be forwarded to the registrar, shall show the amount of stock held by each member in the list instead of the amount of shares and the particulars relating to shares herein before required,

30. No notice of any trust, express, implied, or constructive, shall be entered on the register, or be receivable by the registrar, in the case of companies under this Act and registered in England or Ireland.

31. A certificate, under the common seal of the company,

Conversion into stock.

Trusts.

Certificate.

specifying any share or shares or stock held by any member of a company, shall be primâ facie evidence of the title of the member to the share or shares or stock therein specified.

32. As to inspection of the register by members and others, Inspection of and as to the supply of copies thereof, or of any part thereof, to register. members and others.

33. Power to close register at certain times not exceeding thirty Close of register. dars in each year.

34. Where a company has a capital divided into shares, Notice of inwhether such shares may or may not have been converted into crease of capital stock, notice of any increase in such capital beyond the registered be given to

registrar. capital, and where a company has not a capital divided into shares, notice of any increase in the number of members beyond the registered number, shall be given to the registrar in the case of an increase of capital, within fifteen days from the date of the passing of the resolution by which such increase has been authorised, and in the case of an increase of members within fifteen dars from the time at which such increase of members has been resolved on or has taken place, and the registrar shall forth with record the amount of such increase of capital or members ; if such notice is not given within the period aforesaid the company in default shall incur a penalty not exceeding 5l. for every day during which such neglect to give notice continues, and every director or manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.

35. If the name of any person is, without sufficient cause, Rectification entered in or omitted from the register of members of any com

of register. pany under this Act, or if default is made or unnecessary delay takes place in entering on the register the fact of any person haring ceased to be a member of the company, the person or member aggrieved, or any member of the company, or the company itself, may, as respects companies registered in England, by motion in [the High Court of Justice), or by application to a judge sitting in chambers, or in such other manner as the said Court may direct, apply for an order of the Court that the register may be rectified ; and the Court may either refuse such application, with or without costs, to be paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application, or petition, and any damages the party aggrieved may have sustained ; the Court may in any proceeding under this section decide on any question relating to the title of any person who is a party to such proceeding to have his name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company, and generally the Court may in any such proceeding

decide any question that it may be necessary or expedient to decide for the rectification of the register.(a)

36. Whenever any order has been made rectifying the register

the case of a company hereby required to send a list of its members to the registrar, the Court shall, by its order, direct

that due notice of such rectification be given to the registrar. Register to 37. The register of members shall be primâ facie evidence be evidence.

of any matters by this Act directed or authorised to be inserted therein.

Liability of Members.(6) Liability of 38. In the event of a company formed under this Act being present and past wound up, every present and past member of such company shall

be liable to contribute to the assets of the company to an amount sufficient for payment of the debts and liabilities of the company, and the costs, charges, and expenses of the winding up, and for the payment of such sums

as may be required for the adjustment of the rights of the contributories amongst themselves, with the qualifications following: (1.) No past member shall be liable to contribute to the assets

of the company if he has ceased to be a member for a period of one year or upwards prior to the commence

ment of the winding-up. (2.) No past member shall be liable to contribute in respect

of any debt or liability of the company contracted after

the time at which he ceased to be a member. (3.) No past member shall be liable to contribute to the assets

of the company unless it appears to the Court that the existing members are unable to satisfy the contributions

required to be made by them in pursuance of this Act. (4.) In the case of a company limited by shares, no contri

butions shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of

which he is liable as a present or past member. (5.) In the case of a company limited by guarantee, no

contribution shall be required from any member exceeding the amount of the undertaking entered into on his

behalf by the memorandum of association. (6.) Nothing in this Act contained shall invalidate any

provision contained in any policy of insurance or other

(a) It seems to be clearly established that, in order to give jurisdiction, it is not necessary that there should be actual default in the company; that it is a matter of discretion whether the court will exercise the jurisdiction; and that if the legal title in the applicant is clear, the order ought to be made, otherwise not : (1 Chitty's Statutes, 4th ed. 875, citing Ex parte Shaw, 2 Q. B. Div. 463.)

(6) And see 30 & 31 Vict. c. 131, s. 35, post.

contract whereby the liability of individual members
upon any such policy or contract is restricted, or
whereby the funds of the company are alone made

liable in respect of such policy or contract.
(7.) No sum due to any member of a company in his character of

a member, by way of dividends, profits, or otherwise, shall
be deemed to be a debt of the company payable to such
member in a case of competition between himself and
any other creditor not being a member of the company ;
but any such sum may be taken into account for the
purposes of the final adjustment of the rights of the
contributories amongst themselves.

office.

name.

Part III.-Management and Administration of Companies and

Associations under this Act.

Provisions for Protection of Creditors. 39. Every company under this Act shall have a registered Registered office, to which all communications and notices may be addressed. If any company under this Act carries on business without having such an office, it shall incur a penalty not exceeding 51. for every day during which business is so carried on.

40. Notice of the situation of such registered office, and of any change therein, shall be given to the registrar and recorded by him. Until such notice is given, the company shall not be deemed to have complied with the provisions of this Act with respect to having a registered office.

41. Every limited company under this Act, whether limited Publication of by shares or by guarantee, shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on in a conspicuous position, in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements, and other official publications of such company, and in all bills of exchange, promissory notes, indorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts, and letters of credit of the company.

42. If any limited company under this Act does not paint or affix, and keep painted or affixed, its name in manner directed by this Act, it shall be liable to a penalty not exceeding 5l. for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed ; and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall be liable to the like penalty; and if any director, manager, or officer of such

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