Form of return. Return required to be made by other companies. SCHEDULE (B). Return or account to be entered at the stamp office in London, on behalf of [name the corporation or copartnership] in pursuance of an act passed in the seventh year of the reign of king George the fourth, intituled An Act for the better regulating Copartnerships of certain Bankers in England; and for amending so much of an Act of the Thirty-ninth and Fortieth Years of the Reign of His late Majesty King George the Third, intituled An Act for establishing an Agreement with the Governor and Company of the Bank of England, for advancing the Sum of Three Millions towards the Supply for the Service of the Year One thousand eight hundred,' as relates to the same. Names of any and every new or additional public officer of the said corporation or copartnership; viz. A. B. in the room of C. D. deceased or removed [as the case may be] [set forth every name.] Names of any and every person who may have ceased to be a member of such corporation or copartnership; viz. [set forth every name.] Names of any and every person who may have become a new member of such corporation or copartnership [set forth every name]. Names of any additional towns or places where bills or notes A. B. of secretary [or other officer] of the above-named Sworn before me, the day of at county of in the C. D. justice of the peace in and for the said county. By the act 7 Will. 4 & 1 Vict. c. 73, s. 6, companies governed by the Letters Patent Act, and having their principal place of business in England and Wales, are directed to make periodical returns of the names and residences of their shareholders to the inrolment office of the Court of Chancery, which returns are directed to be registered and indexed. By 7 & 8 Vict. c. 110, ss. 10-18, companies governed by that act were directed to make similar returns to the registrar of joint stock companies. See 8 & 9 Vict. c. 16, ss. 9, 10, 36. As to returns under the Companies Act, 1862, see ss. 17, 20, 26, 28, 34, 40, 45, 53, 88, 143, ante. sue and be By 7 Geo. 4, c. 46, s. 9, all actions and suits, and also all Copartnerpetitions to found any commission of bankruptcy against any ships shall person or persons who may be at any time indebted to any sued in the such copartnership carrying on business under the provisions name of of that act, and all proceedings at law or in equity under any their public commission of bankruptcy, and all other proceedings at law officers. or in equity to be commenced or instituted for or on behalf of any such copartnership against any person or persons, bodies politic or corporate, or others, whether members of such copartnership or otherwise, for recovering any debts or enforcing any claims or demands due to such copartnership, or for any other matter relating to the concerns of such copartnership, shall and lawfully may, from and after 26th May, 1826, be commenced or instituted and prosecuted in the name of any one of the public officers nominated as aforesaid for the time being of such copartnership, as the nominal plaintiff or petitioner for or on behalf of such copartnership; and that all actions or suits, and proceedings at law or in equity, to be commenced or instituted by any person or persons, bodies politic or corporate, or others, whether members of such copartnership or otherwise, against such copartnership, shall and lawfully may be commenced, instituted and prosecuted against any one or more of the public officers nominated as aforesaid for the time being of such copartnership, as the nominal defendant for and on behalf of such copartnership; and all indictments, informations and prosecutions by or on behalf of such copartnership, for any stealing or embezzlement of any money, goods, effects, bills, notes, securities or other property of or belonging to such copartnership, or for any fraud, forgery, crime or offence committed against or with intent to injure or defraud such copartnership, may be had, preferred and carried on in the name of any one of the public officers nominated as aforesaid for the time being of such copartnership; and in all indictments and informations to be had or preferred by or on behalf of such copartnership against any person or persons whomsoever, notwithstanding such person or persons may happen to be a member or members of such copartnership, it shall be sufficient to state the money, goods, effects, bills, notes, securities or other property of such copartnership to be the money, goods, effects, bills, notes, securities or other property of any one of the public officers nominated as aforesaid for the time being of such Banking co be sued. copartnership; and any forgery, fraud, crime or other offence committed against or with intent to injure or defraud any such copartnership, may in such indictment or indictments, notwithstanding as aforesaid, be laid or stated to have been committed against or with intent to injure or defraud any one of the public officers nominated as aforesaid for the time being of such copartnership; and any offender or offenders may thereupon be lawfully convicted for any such forgery, fraud, crime or offence; and that in all other allegations, indictments, informations or other proceedings of any kind whatsoever, in which it otherwise might or would have been necessary to state the names of the persons composing such copartnership, it shall be sufficient to state the name of any one of the public officers nominated as aforesaid for the time being of such copartnership; and the death, resignation, removal or any act of such public officer shall not abate or prejudice any such action, suit, indictment, information, prosecution or other proceeding commenced against or by or on behalf of such copartnership, but the same may be continued, prosecuted and carried on in the name of any other of the public officers of such copartnership for the time being. Any person, on the 14th Aug., 1838, being or having been partnerships or who might thereafter be or have been a member of any may sue and copartnership then carrying on or which might thereafter carry on the business of banking under the provisions of the acts 7 Geo. 4, c. 46, and 6 Geo. 4, c. 42, may, at any time in respect of any demand which such person may have, either solely or jointly with any other person, against the said copartnership or the funds or property thereof, commence and prosecute, either solely or jointly with any other person (as the case may require), any action, suit or other proceeding at law or in equity against any public officer appointed or to be appointed under the provisions of the same acts to sue and be sued on the behalf of the said copartnership; and any such public officer may in his own name commence and prosecute any action, suit or other proceeding at law or in equity against any person being or having been a member of the said copartnership, either alone or jointly with any other person, against whom any such copartnership has or may have any demand whatsoever; and every person being or having been a member of any such copartnership shall, either solely or jointly with any other person (as the case may require), be capable of proceeding against any such copartnership by their public officer, and be liable to be proceeded against by or for the benefit of the said copartnership by such public officer as aforesaid, by such proceedings and with the same legal consequences as if such person had not been a member of the said copartnership; and no action or suit shall in anywise be affected or defeated by reason of the plaintiffs or defendants or any of them respectively, or any other person in whom any interest may be averred or who may be in anywise interested or concerned in such action, being or having been a member of the said copartnership; and all such actions, suits and proceedings shall be conducted and have effect as if the same had been between strangers. 1 & 2 Vict. c. 96, s. 1. An officer once appointed is presumed to remain in office until the contrary shall be shown. Steward v. Dunn, 12 M. & W. 655. There ought always to be an officer capable of being sued. Steward v. Greaves, 10 M. & W. 711, see p. 721. Ă public officer in an action against him, as a nominal defendant, may deny that he fills the office, but such a plea will not be supported by evidence which only shows that the company has ceased to carry on business. Needham v. Law, 11 M. & W. 40; Davidson v. Cooper, Ib. 778. members of If any member or members of any banking copartnership Punishment within the meaning of the act 1 & 2 Vict. c. 96, or of any other for embezbanking copartnership consisting of more than six persons zling by formed in pursuance of the act 3 & 4 Will. 4, c. 98, shall steal banking or embezzle any money, goods, effects, bills, notes, secu- companies. rities or other property of or belonging to any such copartnership, or shall commit any fraud, forgery, crime or offence against or with intent to injure or defraud any such copartnership, such member or members may be prosecuted in the name of any officers for the time being of any such copartnership in whose name any action or suit might be lawfully brought against any member or members of any such copartnership for every such fraud, forgery, crime or offence, and may thereupon be lawfully convicted as if such person or persons had not been or was or were not a member or members of such copartnership, any law, usage or custom to the contrary notwithstanding. 3 & 4 Vict. c. 111, s. 2. In case the merits of any demand by or against any such Proceedings copartnership shall have been determined in any action or in an action suit by or against any such public officer, the proceedings in may be such action or suit may be pleaded in bar of any other action bar of any or suit by or against the public officer of the same copartner- other action. ship for the same demand. 1 & 2 Vict. c. 96, s. 2. pleaded in to present All the provisions of the said acts, 7 Geo. 4, c. 46, and Extending 6 Geo. 4, c. 42, relative to actions, suits and proceedings com- provisions of menced or prosecuted under the authority thereof, shall be former acts applicable to actions, suits and proceedings commenced or act. prosecuted under the authority of the act 1 & 2 Vict. c. 96. Ib. s. 3. capital of No claim or demand which any member of any such co- A member's partnership may have in respect of his share of the capital or share in joint stock thereof, or of any dividends, interest, profits or copartnerbonus payable or apportionable in respect of such share, shall ship not to be capable of being set off, either at law or in equity, against be set off any demand which such copartnership may have against such against any member on account of any other matter or thing whatsoever; which such but all proceedings in respect of such other matter or thing copartner demand ship may have against him. Not more than one action for of one demand. may be carried on as if no claim or demand existed in respect of such capital or joint stock, or of any dividends, interest, profits or bonus payable or apportionable in respect thereof. 1 & 2 Vict. c. 96, s. 4. No person or persons, or body or bodies politic or corporate, having or claiming to have any demand upon or against the recovery any such corporation or copartnership, shall bring more than one action or suit, in case the merits shall have been tried in such action or suit, in respect of such demand; and the proceedings in any action or suit, by or against any one of the public officers nominated as aforesaid for the time being of any such copartnership, may be pleaded in bar of any other action or actions, suit or suits, for the same demand, by or against any other of the public officers of such copartnership. 7 Geo. 4, c. 46, s. 10. Decrees of a court of equity Judgments against such All and every decree or decrees, order or orders, made or pronounced in any suit or proceeding in any court of equity against any public officer of any such copartnership carrying against the public officer on business under the provisions of that act, shall have the to take effect like effect and operation upon and against the property and against the funds of such copartnership, and upon and against the persons copartnership. and property of every or any member or members thereof, as if every or any such members of such copartnership were parties members before the court to and in any such suit or proceeding; and any court in which such order or decree shall have been made may cause such order and decree to be enforced against every or any member of such copartnership, in like manner as if every member of such copartnership were parties before such court in such suit or proceeding, and although all such members are not before the court. Ib., s. 11. All and every judgment and judgments, decree or decrees, which shall at any time after the 26th May, 1826, be had or recovered or entered up as aforesaid, in any action, suit or proceedings in law or equity against any public officer of any such copartnership, shall have the like effect and operation upon and against the property of such copartnership, and upon and against the property of every such member thereof as aforesaid, as if such judgment or judgments had been recovered or obtained against such copartnership; and the bankruptcy, insolvency or stopping payment of any such public officer for the time being of such copartnership, in his individual character or capacity, shall not be nor be construed to be the bankruptcy, insolvency or stopping payment of such copartnership; and such copartnership and every member thereof, and the capital stock and effects of such copartnership, and the effects of every member of such copartnership, shall in all cases, notwithstanding the bankruptcy, insolvency or stopping payment of any such public officer, be attached and attachable, and be in all respects liable to the lawful claims and demands of the creditor and creditors of such copartner public officer shall operate against the copartnership. |