SHAREHOLDERS' AND DIRECTORS' LEGAL COMPANION: A MANUAL OF EVERY DAY LAW AND PRACTICE, FOR PROMOTERS, SHAREHOLDERS, DIRECTORS, SECRETARIES, Under the Companies Acts, 1862 to 1880. WITH AN APPENDIX, ON THE CONVERSION OF BUSINESS CONCERNS INTO PRIVATE BY FRANCIS B. PALMER, OF THE INNER TEMPLE, ESQ., BARRISTER-AT-LAW, AUTHOR OF STEVENS AND SONS, 119, CHANCERY LANE, Law Publishers and Booksellers. PREFACE TO THIRD EDITION. THE object of this work, as may be gathered from the title page, is to supply promoters, shareholders, directors, secretaries, creditors, and others with information upon the many legal and practical questions which commonly arise in connection with companies. In England alone there are many thousand companies formed under the Act of 1862, now carrying on business. The capital invested in these companies amounts to several hundred millions sterling,* and the number of such companies increases at the rate of more than a thousand per annum. Moreover, Acts in terms almost identical with those of the Companies Act, 1862, are in force in India, Australia, New Zealand, and Canada, and large numbers of limited companies have been and are from time to time being formed under those Acts. In these circumstances, it is obvious that the number of persons connected with and the interests involved in, such companies must be very large. The Author has made extensive additions in the present edition. In particular an Appendix has been added on the conversion of business concerns into Private Companies; a subject which day by day is attracting more attention. The following abbreviations are used; The Companies Act, 1862 (25 & 26 Vict. c. 89), is referred to as the Act of 1862. The Companies Act, 1867 (30 & 31 Vict. c. 131), is referred to as the Act of 1867. The Act 42 & 43 Vict. c. 76, is referred to as the Companies Act, 1879. The Act 43 & 44 Vict. c. 19, is referred to as the Companies Act, 1880. The second edition of the Author's work (intituled Company Precedents for use in relation to companies under the Companies Acts, 1862 to 1880," is referred to as "Company Precedents." 5, NEW SQUARE, LINCOLN'S INN, December, 1881. FRANCIS B. PALMER. *See Appendix to the Report of the Select Committee of the House of Commons on the Companies Acts, 1862, 1867, Session 1877. PART I. of the Companies Act, 1862, permits of the formation of companies of three kinds: (1) limited by shares, (2) limited by guarantee, (3) unlimited.* In this work it is intended to deal for the most part with a company" means a company limited by shares. A company is a body corporate, i.e., an artificial person created by law. It comes into existence upon the issue by the Registrar of Joint Stock Companies of a certificate stating its name, and that it is incorporated, and it con- tinues to exist until it has been dissolved in accordance with the provisions of the Act of 1862. Every company formed under the Act of 1862 has its "Memorandum of Association," which upon its formation is registered with the Registrar of Joint Stock Companies, and remains in his custody: it states, among other things, the name of the company, its objects, and the amount of * As to unlimited companies, see infra, p. 97. As to companies limited by guarantee, see infra, pp. 93, 95. As to the registration of chambers of commerce, and social, charit- able, and benevolent societies without the word "Limited," see As to the mode of forming a company under Part I. of the Act, As to the formation of a company by deed of settlement and regis- B |