its capital into stock, shall give notice to the registrar of joint stock companies of such consolidation, division or conversion, specifying the shares so consolidated, divided or converted.

(c) See 20 & 21 Vict. c. 14, s. 6.

version of

29. Where any company under this act, and Effect of conhaving a capital divided into shares, has converted shares into any portion of its capital into stock, and given stock (a). notice of such conversion to the registrar, all the provisions of this act which are applicable to shares only shall cease as to so much of the capital as is converted into stock; and the register of members hereby required to be kept by the company, and the list of members to be forwarded to the registrar, shall show the amount of stock held by each member in the list instead of the amount of shares and the particulars relating to shares hereinbefore required (b).

(a) See 20 & 21 Vict. c. 14, ss. 5, 7. (b) Ante, sect. 26, p. 33.

register (c).

30. No notice of any trust, expressed, implied or Entry of constructive, shall be entered on the register, or be truistere receivable by the registrar, in the case of companies under this act and registered in England or Ireland.

(c) This section does not contain the whole of the corresponding sections of 19 & 20 Vict. c. 47, s. 19, and 20 & 21 Vict. c. 49, s. 15.

the transfer

See 8 & 9 Vict. c. 16, s. 20. As trusts are not recognized Injunction by companies, it is obvious that persons beneficially interested to restrain in shares standing in the names of trustees are much exposed of shares. to their dishonesty. By 5 Vict. c. 5, s. 4, the Court of Chancery, upon the application of any party interested by motion or petition in a summary way without bill filed, may restrain the Bank of England, or other company, whether incorporated or not, from permitting the transfer of any stock in the public funds, or any stock or shares in any public company, or from paying any dividend or dividends due or to become due thereon, and every order of the court upon such motion or petition should specify the amount of the stock or the particular shares to be affected thereby, and the name or names

Practice

injunction.

of the person or persons, body politic or corporate in which the same should be standing.

An application to the court under sect. 4 of 5 Vict. c. 5, must in obtaining be founded upon an affidavit verifying the special grounds upon which it proceeds. Ex parte Field, 1 Y. & C. Ch. Ca. 1; Re Marquis of Hertford, 1 Hare, 586. And when the order has been made, as it was not the intention of the legislature to do more than protect the stock until the party could assert his right in the ordinary way, if the opposite party move to dissolve the injunction and the court sees that there has been great neglect on the part of the person who obtained the order, and that any extension of time would be oppressive to the party restrained, it will not as of course give further time for filing the bill. Re Marquis of Hertford, 1 Hare, 584; 1 Phill. C. C. 203. When a bill has been filed and an answer put in and the defendant moves to discharge the restraining order, the plaintiff may file affidavits in opposition to the answer, and is not confined to the merits disclosed in the answer. Re Marquis of Hertford, supra; see now 15 & 16 Vict. c. 86, s. 59; Lewin on Trusts, 653, 4th ed. In the case of stock in the Bank of England a further remedy is given by distringas. See 5 Vict. c. 5, s. 5, Consol. Orders of the Court of Chancery, 1860, No. XXVI.

Shares with

tee Act.

Shares are within the Trustee Act, 1850, 13 & 14 Vict. c. 60, in the Trus- the 2nd section of that act providing "that the word 'stock shall mean any fund, annuity or security transferable in books kept by any company or society established or to be established or transferable by deed alone or by deed accompanied with other formalities, and any share or interest therein." Shares in a joint-stock banking company come within the above definition of stock. Re Angelo, 5 De G. & Sm. 278; 16 Jur. 831. Companies are bound to comply with orders under the Trustee Act, 1850, and are indemnified for acts done pursuant thereto. 15 & 16 Vict. c. 55, ss. 6, 7; see Shelford's Real Prop. Stat. pp. 605-635, 6th ed. Shares in registered ships come within the above definition of stock, 18 & 19 Vict. c. 91, s. 10. See Lewin on Trusts, pp. 653-656, 4th ed.

A. purchased shares in a bank and had them transferred into the joint names of herself and B. By the rules of the bank there was to be no benefit of survivorship between shareholders; B. survived A. and there being clear evidence that A. intended B. to take beneficially, and not as a trustee : it was held, that the legal title was complete in B., and that she was entitled to the shares by survivorship. Garrick v. Taylor, 29 Beav. 79; 7 Jur. N. S. 116; 30 L. J., Chanc. 211; 9 W. R. 181. Affirmed on appeal by Lords Justices, 10 W. R. 49.

Certificate of 31. A certificate, under the common seal of the company, specifying any share or shares or stock

shares or

stock.

held by any member of a company, shall be primá facie evidence of the title of the member to the share or shares or stock therein specified (a).

(a) This section corresponds with sect. 21 of the 19 & 20 Vict. c. 47. A register of shareholders under that act was evidence of the ownership of a share, although not authenticated by the seal of the company. Cornwall Mining Great Consolidated Lead and Copper Mining Company v. Bennett, 5 H. & N. 432; 6 Jur. N. S. 539; 29 L. J., Exch. 157; see sect. 25, ante, p. 32.

32. The register of members, commencing from Inspection of the date of the registration of the company, shall be register (6). kept at the registered office of the company hereinafter mentioned; except when closed as hereinafter mentioned, it shall during business hours, but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis, and to the inspection of any other person on the payment of one shilling, or such less sum as the company may prescribe, for each inspection; and every such member or other person may require a copy of such register, or of any part thereof, or of such list or summary of members as is hereinbefore mentioned, on payment of sixpence for every hundred words required to be copied; if such inspection or copy is refused, the company shall incur for each refusal a penalty not exceeding two pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues (c), and every director and manager of the company who shall knowingly authorize or permit such refusal shall incur the like penalty (d); and in addition to the above penalty, as respects companies registered in England and Ireland, any judge sitting in chambers, or the vice warden of the stannaries, in the case of companies subject to his jurisdiction, may by order compel an immediate inspection of the register.

(b) See 19 & 20 Vict. c. 47, s. 23.

(c) This part of the section is in effect the same as the 23rd section of 19 & 20 Vict. c. 47.

Validity of calls under

c. 47.

(d) The mode of recovering penalties is prescribed by the 65th section, post.

A company registered under the 19 & 20 Vict. c. 47, brought an action against a shareholder for calls under the 22nd sec19 & 20 Vict. tion. The company was formed to consist of 240 shares of 201. each; it was provided by the articles of association, art. 44, the number of the directors shall be five, three of whom shall form a quorum, and the names of the first directors shall be determined by the subscribers of the memorandum of association, art. 45. Until directors are appointed the subscribers of the memorandum of association shall for all purposes of this act be deemed to be directors. Seven persons subscribed the memorandum of association. At a meeting at which three only of them were present, five of their number, of whom the defendant was one, were appointed directors of the company. The defendant attended meetings as a director. A call was made at a meeting at which three only of the persons so chosen as directors were present. At this time only sixtyeight shares had been subscribed for. It was held, that the defendant was not liable for calls, because the directors had not been duly appointed, and the persons who made the calls were not a quorum of the subscribers of the memorandum of association. Howbeach Coal Company v. Teague, 5 H. & N. 151; 6 Jur. N. S. 275; 29 L. J., Exch. 137; 8 W. R. 264. Martin, B., expressed an opinion that if a company is formed to consist of a certain number of shares, and hardly a fourth of the shares is taken up, it cannot be competent to a small portion of such shareholders to make calls and insist on carrying on the company. Ib.

Power to

ter (a).

33. Any company under this act may, upon close regis- giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated, close the register of members for any time or times not exceeding in the whole thirty days in each year.

Notice of increase of

capital and of members to be given

registrar (b).

(a) See 19 & 20 Vict. c. 47, s. 24, and 20 & 21 Vict. c. 14,

s. 9.

34. Where a company has a capital divided into shares, whether such shares may or may not have been converted into stock, notice of any increase in such capital beyond the registered capital, and where a company has not a capital divided into shares, notice of any increase in the number of members beyond the registered number, shall be given to the registrar in the case of an increase of capital, within

fifteen days from the date of the passing of the resolution by which such increase has been authorized, and in the case of an increase of members within fifteen days from the time at which such increase of members has been resolved on or has taken place, and the registrar shall forthwith record the amount of such increase of capital or members; if such notice is not given within the period aforesaid, the company in default shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty (c).

(b) See 19 & 20 Vict. c. 47, s. 37.

(c) The mode of recovering penalties is prescribed by the 65th section, post.

entry or

register.

35. If the name of any person is, without suffi- Remedy for cient cause, entered in or omitted from the register of improper members of any company under this act, or if de- omission of fault is made or unnecessary delay takes place in tryin entering on the register the fact of any person having ceased to be a member of the company, the person or member aggrieved, or any member of the company, or the company itself, may, as respects companies registered in England or Ireland, by motion (a) in any of her Majesty's superior courts of law or equity, or by application to a judge sitting in chambers, or to the vice warden of the stannaries in the case of companies subject to his jurisdiction, and as respects companies registered in Scotland by summary petition to the court of session, or in such other manner as the said courts may direct, apply for an order of the court that the register may be rectified; and the court may either refuse such application, with or without costs, to be paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application or petition, and any damages the party aggrieved may have sus