I. COMPANIES LIMITED BY SHARES. limited by These companies proceed on the principle of limiting the liability Companies of the members to the amount (if any) unpaid on their shares. shares. They are formed by a memorandum of association. This instrument must contain, 1. The proposed name, with the addition of the word 'limited. 2. The part of the United Kingdom-England, Scotland, or Ireland-where the registered office is to be situated. 3. The objects of the company. 4. A declaration of limited liability. 5. The amount of proposed capital, divided into shares of a fixed amount (secs. 7, 8). Each subscriber must take at least one share, and must write opposite his name the number of shares he takes (sec. 8). For the form of this instrument, see Form A, Sch. 2. It must bear the same stamp as a deed, and must be signed by every subscriber in presence of and attested by one witness at least (sec. 11). In addition to the memorandum of agreement, there may also be articles of association providing such regulations as the subscribers may deem advisable. These articles must be expressed in separate paragraphs, numbered arithmetically, and may contain all or any of the provisions contained in Table A of Schedule 1. The articles must be printed and stamped, signed and attested in the same way as the memorandum (secs. 14, 16). If the memorandum of association is not accompanied by articles, and in so far as the articles do not exclude or modify the regulations of Table A, Sch. 1, these regulations, so far as applicable, form the rules of the company (sec. 15). Banking companies registering as limited by shares, do not attain limited liability in respect of their issue (secs. 182-8). II. COMPANIES LIMITED BY GUARANTEE. limited by These companies are based on the principle of having the liability Companies of the members limited to such amount as they respectively under- guarantee. take to contribute to the assets of the company in the event of its being wound up (sec. 9). Their memorandum of association must always be accompanied with articles of association (sec. 14). The memorandum consists of four articles, the three first being the same as those in the previous class of companies, and the fourth being a declaration that each member undertakes to contribute a specified amount to the company assets in the event of its being wound up (sec. 9). The company may or may not have a capital divided into shares (sec. 14). If it have a capital divided into shares, each subscriber must take at least one share, and must state in the memorandum the number of shares he takes (sec. 14). The articles of association may adopt all or any of the provisions contained in Schedule 1, Table A, and such others as may be deemed expedient; and if the capital is divided into shares, they must state the amount of capital proposed. If, again, the company has not a capital divided into shares, they must state the number of members, to enable the registrar to determine the fees payable on registration (sec. 14). If the company have a capital divided into shares, the memorandum and articles of association will take the Form C, Sch. 2; if the company have not a capital divided into shares, the memorandum and articles will assume that of B, Sch. 2. Banking companies registering as limited by guarantee, do not attain unlimited liability in respect of their issue (secs. 182-8). Companies with unlimited liability. III. COMPANIES WITH UNLIMITED LIABILITY. These companies require in like manner both a memorandum and articles of association (sec. 14). The memorandum of association contains, 1. The name of the company. 2. The part of the United Kingdom, whether England, Scotland, or Ireland, where the office is to be situated. 3. The objects of the company (sec. 10). These companies may or may not have a capital divided into shares. If the company has a capital so divided, each member must take at least one share, and must state in the memorandum of asso ciation the number he takes (sec. 14). The memorandum of association must always be accompanied by articles of association, which may contain such regulations as are deemed expedient, together with all or any of those in Table A, Sch. 1. In companies with capital divided by shares, they must state the amount of capital proposed; and in companies not having a capital divided by shares, they must state the number of members (sec. 14). The Act only gives one form for the memorandum and articles of association of unlimited companies, viz. that applicable to companies with a capital divided into shares-Form D, Sch. 2. But the form for such as have not a capital limited by shares appears to be similar to Form B in the same schedule intended for companies limited by guarantee, omitting the 4th section in the memorandum, and making such obvious alterations as the nature of an unlimited company requires, and also adopting such of the articles of Table A, Sch. 1, as may be deemed advisable. The articles of association must state the number of members of the proposed company, in order to determine the fees payable on registration (sec. 14). GENERAL RULES APPLICABLE TO THE THREE KINDS OF COMPANIES. memorandum The memorandum and articles of association, when duly Registration of stamped, signed, and attested, are, in the case of a Scotch com- and articles. pany, delivered to the Registrar of Joint-stock Companies for Scotland, who retains and registers the same. The fees payable to the registrar in the case of companies with a capital divided into shares are those marked in Table B, Schedule 1, or such smaller fees as the Board of Trade may from time to time direct; and in the case of companies not having a capital divided into shares, those in Table C, Schedule 1, or such smaller fees as before (sec. 17). The memorandum and articles of association (if any), when stamped, signed, and attested, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such memorandum and articles a covenant on the part of himself, his heirs, executors, and administrators, to conform to all the regulations Memorandum when properly and articles, executed, form a covenant. Registration creates incorporation. Alterations after registration. Identity of name. and conditions contained therein, subject to the provisions of the Act (secs. 11-16). Upon registration of the said memorandum and articles (if any), the registrar certifies under his hand that the company is incorporated; and in the case of a limited company, that it is limited. The subscribers of the memorandum, and such other persons as may from time to time become members, are thereupon constituted into a body corporate by the name contained in the said memorandum, and capable forthwith of exercising all the functions of an incorporated company, having perpetual succession and a common seal, with power to hold lands, and with liability limited or unlimited (a) on the part of the members, as the case may be (secs. 17 and 18). The registrar's certificate of incorporation is conclusive evidence of the statutory provisions having been complied with (sec. 18). After registration, no alteration on the memorandum can be made, except in the two following cases:— 1. Companies limited by shares may so far modify their memorandums of association (sec. 12), if authorized to do so by their regulations as originally framed, or as altered by special resolution (secs. 50 and 51), as to increase the capital by issue of new shares, to consolidate and divide the capital into shares of larger amount, and to convert paid-up shares into stock (sec. 12). 2. Any company may, with the sanction of a special resolution and the approval of the Board of Trade, change its name; and the registrar then enters the new name, and issues a certificate of incorporation altered to meet the circumstances (sec. 13). Articles of association may be changed by special resolution, subject to the provisions of the Act and the conditions of the memorandum of association (secs. 50 and 51). No company can be registered under a name identical with that of a subsisting company, or so closely resembling it as to be calculated to deceive. Where this is the case, it must be altered with the sanction of the registrar (sec. 20). Every member is entitled to receive a copy of the memorandum of association and of the articles (if any) on payment of one shilling, under a penalty of one pound (sec. 19). (a) Unlimited companies are, properly speaking, only quasi corporations. APPLICATION OF THE ACT TO COMPANIES ALREADY EXISTING. Not only does the Act apply to companies formed under its provisions; but companies already existing, whether corporate or unincorporate, may, with some exceptions, obtain by registration the benefits of its provisions. In the statutory provisions applicable to this matter, the expression Joint-stock Companies Acts frequently occurs. Under this expression are included the Joint-stock Companies Acts of 1856 and 1857 (19 and 20 Vict. c. 47, and 20 and 21 Vict. c. 14), 'The Joint-stock Banking Companies Act' of 1857 (20 and 21 Vict. c. 49), and the Act to enable joint-stock banking companies to be formed on the principle of limited liability (21 and 22 Vict. c. 91); but it does not apply to 8 Vict. c. 110, intituled 'An Act for the Registration, Incorporation, and Regulation of Joint-stock Companies' (sec. 175). Companies previously formed and registered under the 'Jointstock Companies Acts,' as limited companies, when registered under the present Act, are deemed to be companies limited by shares (except as to the provision of Table A); and companies other than limited, as unlimited companies. The power to alter regulations by special resolution given in the present Act is declared to extend to any provisions contained in the Table marked B annexed to 'The Joint-stock Companies Act, 1856,' and to any regulations as to amount of capital, or its distribution into shares, even though these should be contained in the memorandum of association (sec. 176). The present Act applies to companies registered but not formed under the former Joint-stock Companies Acts, in the same way as to companies registered but not formed under its provisions (sec. 177). Whenever reference is made to the date of registration, it means the date at which the company was registered under the former Acts (secs. 176-7). Application of the Act to existing com panies. to registration. As a general rule, every company in existence prior to Nov. General rule as 2, 1862, including companies registered under 'The Joint-stock Companies Acts,' any company formed subsequently to that date by special act or letters patent, and any company within the jurisdiction of the Stannaries, or otherwise duly constituted by law, |