the hand of one of its secretaries or assistant secretaries, may change its name, and the Registrar shall enter such new name on the register in the place of the former one, and issue a certificate of incorporation altered according to circumstances. 110. No alteration shall affect the rights or obligations of the company, or render defective any legal proceedings which may be continued or commenced against it by its new name.

See also Cl. 33.

II.-As to Increase or Consolidation of Capital, Conversion into Stock, &c. (S. 12.)

111. Any company limited by shares may so far modify its Memorandum of Association, if authorised to do so by its regulations as originally framed or as altered by special resolution (vide Cl. 81 to 83,) as to increase its capital by the issue of new shares of such amount as it may think expedient, or to consolidate and divide its capital into shares of larger amount, or to convert its paid up shares into stock.

112.

113.

114.

No other alterations except those set forth in the two last clauses shall be made by any company in its Memorandum of Association.

Vide Cl. 42, as to notice to Registrar, &c., and as to how members affected, see Cl. 126.

POWER TO ALTER ARTICLES OF ASSOCIATION. (S. 50.)

Subject to the provisions of the "Act" and to the conditions contained in the Memorandum of Association, any company by special resolution may alter all or any of its regulations contained in the Articles of Association, or in the Table marked A, in the first schedule of the " Act," where the latter is applicable to the company, or may make new regulations to the exclusion of, or in addition to, all or any of the existing regulations of the company; and any regulations so made shall be as valid as if they had been originally contained in the Articles of Association, and subject in like manner to be altered or modified by any subsequent special resolution.

POWER TO APPOINT INSPECTORS. (S. 60.)

Any company may, by special resolution, appoint inspectors for the purpose of examining into the affairs of the company.

115.

Inspectors so appointed shall have the same powers and perform the same duties as if they had been appointed by the Board of Trade, (ride Cl. 333, et seq.,) the only difference being that instead of reporting the result to the latter, they shall do so to such persons and in such manner as the company in general meeting shall direct; and officers and agents refusing to produce any book or document when required, or to answer any question, are subject to the same penalties as they would have incurred if the Inspector had been appointed by the Board of Trade.

See Cl. 44, as to penalty.

POWER TO VOLUNTARILY WIND UP A COMPANY.

It is merely necessary to state here that this is one of the powers which can only be exercised in general meeting, and for details to refer the reader to Part IV, which is entirely devoted to the consideration of winding-up.

116.

117.

PART III.

BOOKS AND ACCOUNTS.

THERE can be nothing more essential to the proper management of a public company than careful and systematic bookkeeping, and yet auditors well know that in the majority of cases that come before them, this most important branch of the administration is in a great measure neglected. At the outset the stationer is applied to, and he hands to the secretary of the company a stereotyped list of books, usually containing twice as many as are really necessary. These are often carelessly ordered, without first considering their utility, and wheu it is too late the discovery is made that a large number of them are entirely useless, and the remainder but ill-adapted to the requirements of the company. The consequence is that much inconvenience ensues, and that the books in time, present little more than an entangled mass of confusion, which the auditor has to unravel as best he can. Instead, therefore, of merely comparing the balance sheet and accounts with the books and vouchers, which is the extent of his duty, it is not unfrequently found necessary that he should re-organise and post up the books afresh, and he thus becomes, to all intents and purposes, the book-keeper instead of the auditor of the company.

It is a somewhat anomalous fact that merchants' books are, as a rule, far better kept than those of public companies, although the officers of the latter almost invariably receive much higher salaries than are given to clerks in commercial counting-houses.

And when we consider that private traders are not amenable to anybody unless they become bankrupts, and then only to their creditors, while on the other hand companies are responsible to the public for every fraction of their expenditure, we

118.

119.

120.

cannot but marvel that the subject has hitherto received so little attention.

If directors would only exercise ordinary precaution in selecting their managers, secretaries, and clerks, the evil would soon be remedied. Let it be a sine qua non that the candidates for such appointments shall possess a thorough practical knowledge of the principles of book-keeping and accounts that they shall be acquainted with the provisions of the "Act" under which the company is formed, and the Articles of Association by which it is regulated—and that they shall, moreover, be systematic men of business. Let but these qualifications be indispensable to the election of its officers, and a company will have little cause to fear when called upon to give an account of its stewardship to the members, or, if unsuccessful, to go through the more trying ordeal of satisfying the Court of Chancery, and a host of unfavourable creditors.

Before entering upon the question of books, the author would strongly recommend that all preliminary documents should be properly arranged and carefully pasted in a guard book, or put away in a box kept for the purpose. The forms of application for shares and the letters accepting the same when allotted, should be placed in such order as will be most convenient for the auditor on comparing them with the deposit and allotment list already referred to in Cl. 7. No money should be paid, nor, indeed, anything done that affects the interest of the shareholders, without vouchers being taken or minutes thereof recorded, in such a manner as will satisfy the most scrupulous and captious member or creditor. Not an invoice or receipt should be mislaid or lost, but should be either arranged in guard books and numbered, (see Cl. 154,) or endorsed as may be found best for facility of reference. Strict attention to these rules will fully repay any trouble incurred in carrying them out, and will at the same time reflect credit upon all persons engaged in the management. As to preparing balance sheet and accounts, and the duties of auditors, see Cl. 166 to 185.

With regard to the books required by public companies it has been deemed advisable to give the stationer's list in extenso, and to place opposite to each a number referring to the clause wherein its utility is considered. This list may be divided into two distinct sets, the first of which comprises all those books which are peculiar to and required by public companies

121.

122.

alone, and which may be said to contain all matters relating to shares or things done by virtue of their being incorporated bodies, or public traders, in contradistinction to merchants or private traders. The second set merely comprises such books as are common to the commercial world in general, and simply record the active operations of the company as a trader, exactly in the same manner as do the books of an ordinary merchant or shopkeeper.

The reader will, therefore, now easily understand the following classification.

First Set-or books relating to shares, proceedings at board and other meetings, &c.

Application and Allotment Book. Cl. 7.
Register of Members. Cl. 124 to 129.
Numerical Register of Shares. Cl. 130.
Certificate Book. Cl. 131 and 132.

Shareholders' Stock or Share Ledger. Cl. 133 to 135.
Register of Transfers. Cl. 136 to 138.

Shareholders' Address Book. Cl. 139.

Shareholders' Rough Minute Book. cl.

Shareholders' Fair

Ditto.

Cl. 140.

Shareholders' Dividend Account Book. Cl. 141.

Annual List of Shareholders. Cl. 142.

Register of Proxies. Cl. 143.

Directors' Rough Minute Book.

}

Cl. 144.

Directors' Attendance Book. Cl. 145.
Directors' Agenda Book. Cl. 146.
Directors' Despatch Book. Cl. 147.
Directors' Letter Book. Cl. 148.
Register of Bonds and Mortgages.
Register of Transfer of

Cl. 149. ditto. Cl. 150.

Register of Directors. Cl. 151.

Second Set, or books relating to a Company's operations as

a trader.

Preliminary Expenses Book. Cl. 153.

Cash Book. Cl. 154.

Petty Cash Book. Cl. 155.

Postage and Delivery Book. Cl. 156.

Waste Book. Cl. 157.

Journal. Cl. 158.