Registrar of Joint Stock Companies a consent to act, and shall also have signed the Memorandum of Association for his qualification shares, or signed and filed a separate contract to take them from the Company.

This section is aimed at destroying the practice of a vendor selling property to a company at an excessive value, taking part payment in shares, and giving some of them to persons with grand names and parading these names in a prospectus, as if the parties had invested their own money in the concern.

Section three requires a person who is appointed a director to obtain his qualification within two months after appointment, and in default declares his office vacated, and makes him liable to pay to the company £5 per day if he continues to act. The period of two months may be shortened by the regulations of the company, but not lengthened.

On the subject of Allotment the fourth section implies that the Memorandum or Articles may specify a minimum subscription, and enacts that no allotment shall be made unless it is reached; and adds that if no minimum subscription is specified, then no allotment shall be made unless the whole amount of capital offered for subscription is covered. The subscription must include payment of the application money, and the same must not be less than five per cent. on the amount of each share. If these conditions are not fulfilled within forty days after the first issue of the prospectus the application money must be forthwith returned.

The effect of the fourth section is further defined by the fifth, which enacts that an allotment in contravention of the fourth section shall be voidable by the applicant within one month after the statutory meeting, but not later; and adds that any director contravening the fourth section shall be liable to compensate the company and the allottee for

all damage sustained thereby, and fixes two years as the limit within which an action may be brought.

The sixth section forbids any company to commence business or exercise any borrowing powers unless shares have been properly allotted up to the minimum subscription, and unless every director has paid the full amount of application and allotment money in respect of his shares; and unless a statutory declaration deposing to these matters has been filed with the Registrar.

The seventh section requires a return to be filed of all allotments; and, in the case of allotments otherwise than for cash, the consideration and other particulars are required to be stated.

The eighth section allows a commission to be paid to any person for subscribing for shares or procuring subscriptions, provided that the same is authorised by the articles and disclosed in the prospectus.

On the subject of the Prospectus, the ninth section enacts that a copy shall be signed by every person named in it as a director, or proposed director, and filed with the Registrar on or before the date of its publication.

The tenth section states what every prospectus must contain. It has been carefully framed to insure disclosure of every material matter; and the list of requirements is necessarily a very long one.

With respect to the Statutory Meeting we think that that title ought to have preceded the eleventh section instead of following it; for that section enacts that prior to the statutory meeting, a company shall not vary the terms of any contract mentioned in the Prospectus, except subject to the approval of the statutory meeting.

The twelfth section requires a statutory meeting to be held not less than one month, nor more than three months, after the company is entitled to commence business. It requires the directors, at least seven days before the meet

ing, to send to every member a report specifying the shares allotted, the consideration for each allotment, the receipts and payments on capital account, the names and addresses of the officers of the company, and other particulars. A copy of this report is to be filed with the Registrar. The meeting may adjourn, and so enable notice of any proposed resolution to be given.

The thirteenth section directs a meeting to be held, if required at any time, by the holders of one-tenth part of the capital of the company.

With respect to Mortgages and Charges, section fourteen requires every document in the nature of a debenture security to be filed with the Registrar within twenty-one days after its creation, and in default it declares any such document void against the liquidator and creditors, but not so as to prejudice a claim for repayment of the money secured by it. This provision applies to (1) debentures co nomine, (2) mortgages of uncalled capital, (3) bills of sale within the meaning of the Bills of Sale Acts, and (4) floating charges on the undertaking or property of the company.

The Registrar is directed to register certain particulars of every document so filed, and evidently the filed document is to be returned to the party filing it. The register is to be open to public inspection, and every company is directed to keep a copy of every registered charge, and permit it to be inspected by all members and creditors of the company.

Section fifteen gives power to the High Court to extend the time for registration and to correct errors in the register; and the sixteenth section authorizes the Registrar to enter satisfacton of any charge on production of evidence satisfactory to him.

With respect to the Annual Summary required by s. 26 of the Act of 1862, section nineteen of the present Act

directs that it shall be framed so as to distinguish between shares issued for cash and for other considerations, and that it shall specify the total amount of indebtedness in respect of mortgages and charges requiring registration. So far as regards the first of these requirements we may observe that the form of annual summary at present in use goes a little beyond the words of s. 26 of the Act of 1862, and specifies explicitly the "Total amount (if any) agreed to be considered as paid on shares £

The same section requires the names and addresses of the directors to be included in the annual summary; and section twenty extends ss. 45 and 46 of the Act of 1862 to all companies, thus requiring these particulars to be registered at the office of the company, and any change to be notified instantly to the Registrar.

On the subject of Audit, the twenty-first section directs the company to appoint an auditor or auditors at each annual general meeting; and the twenty-third section enacts that each auditor shall have access at all times to all the books of the company. The auditor is thus made a standing officer, with power to inspect the accounts at all times, and not merely a stranger called in once a year to verify a summary prepared by the manager and directors. It is also declared that auditors shall be entitled to require information from the directors and officers, and shall sign a certificate at the foot of the balance-sheet stating whether all their requirements have been complied with, and shall make a report on the accounts and on every balance-sheet stating whether it is properly drawn up.

On the subject of Winding-up, section twenty-five enacts that in a voluntary liquidation it shall be lawful for any creditor to apply to the Court under s. 138 of the Act of 1862 to have any question decided. This right was only given to the liquidator and contributories by the section named, with the result that if a creditor desired to raise

any point it was necessary for him to obtain a supervision order, or to take some independent proceeding. He is now empowered to apply under s. 138 of the Act of 1862, and it is probable that the need of supervision orders will thus be obviated.

We believe that we have now given our readers a short summary of the principal provisions of the Act, but we must refer them to the Act itself for accurate information, as it contains numerous qualifications and extensions which we have omitted for the sake of brevity and clearness. It inflicts numerous penalties and gives various rights of action, but the writers of the valuable books before us point out that there are some cases in which the Act does not clearly indicate the consequences of a neglect to comply with its provisions. These points must be left to be settled by decisions, but our authors are able to show us what some of these decisions are likely to be, according to the analogy of similar questions which have arisen and been settled under other Acts of Parliament.

The Act has been prepared with so much care and under the guidance of such very high authorities, that we feel a diffidence in criticising it; but we may point out some alterations of the law, which had been mooted, but which have not been adopted.

Attention had been called to the anomalous position of debenture holders. When a company goes into liquidation, all its assets are applied in paying its debentures in the first instance, with the result that other creditors get little or nothing. The law has abolished the distinction between specialty and simple contract debts in the case of administering the estates of individuals, but in the case of companies it makes a striking difference between the creditor with a document charging all the assets of the company, and the creditor without it. Reformers have urged that a company ought not to have