Returns, to what office to be made respectively in England, Scotland or Ireland.

return to be made to the said office as aforesaid in the form in schedule (F.) to this act annexed (d): provided always, that this clause shall not invalidate or prejudice any intermediate transaction or matter whatsoever which shall have bonâ fide taken place or proceeded upon the faith of such erroneous or defective return, nor shall the benefit of this clause extend to any error or omission which shall be fraudulent.

(d) See form (H.) in sched. to this act, post.

16. Where the principal or only place for carrying on the business of any such company or body as aforesaid shall be situated in any part of England or Wales, the returns herein before directed shall be made to the Inrolment Office of the Court of Chancery in England; and where such principal or only place for carrying on such business shall be situate in any part of Scotland, such returns shall be made to his Majesty's General Registry Office at Edinburgh; and where such principal or only place for carrying on such business shall be situated in any part of Ireland, such returns shall be made to the Enrolment Office of the Chancery in Ireland.

By whom re17. All such returns as are hereinbefore directed turns are to to be made to the Enrolment Office of the Court of be registered. Chancery in England shall be registered by the clerks of enrolments in chancery, or their deputy, and that all such returns as are hereinbefore directed to be made to the General Registry Office at Edinburgh shall be registered by the lord clerk register or his deputy, and all such returns as are hereinbefore directed to be made to the Enrolment Office of the Court of Chancery in Ireland shall be registered by the clerks of enrolments in chancery in Ireland, or their deputy, in books to be by them respectively kept for that purpose, and that an alphabetical index shall be kept of the names of such companies or bodies, with references to such returns, and that there shall be paid for the registering of each return a fee of sixpence per folio,

and no more; and that any person shall be at liberty to inspect such books and index, and that there shall be paid for such inspection a fee of one shilling, and no more; and that any person shall be at liberty to require a copy of any such return, to be certified by the said clerks or their deputy, and that there shall be paid for such certificate a fee of one shilling and sixpence for each folio of such copy, and no more; and the day of the registration of every return to be made in pursuance of this act shall be written on such return by the said clerks or their deputy.

return, &c.

18. A copy, so certified as aforesaid, of such certified return, including the date to be marked on such copy of such return, shall be received in evidence in all pro- to be receedings, whether civil or criminal, and shall also ceived in be received as evidence of the day of the registering thereof.

evidence.

as to forms

register, &c.

be made.

19. Such orders and directions as to the forms of Regulations the returns to be made in pursuance of this act, of returns and the mode of keeping the register, and of making and mode of the index thereof, and of any other matters in- keeping the cidental thereto, as may be deemed expedient, may by whom to from time to time be made, altered, or varied as follows; that is to say, as regards the registration to be made in the Enrolment Office in the Court of Chancery in England, by the Lord Chancellor, Lord Keeper, or First Lord Commissioner of the Great Seal, and the Master of the Rolls, jointly; as regards the registration to be made in the General Registry Office in Edinburgh, by the Lord Clerk Register and Lords of Council and Session jointly; and as regards the registration to be made in the Court of Chancery in Ireland, by the Lord Chancellor of Ireland and Master of the Rolls in Ireland jointly.

entitled to share in pro

fits till regis

20. No person becoming a member of any such No person company or body by the transfer of any share therein, or otherwise, shall be entitled to sue for or recover any share of the profits thereof, unless and until a return of the transfer or other fact whereby

tered as a member.

Person ceasing to be

a member to

continue liable till

transfer, &c.

registered.

Proceedings

commenced in the name

of officer not by his death,

to be abated

&c. or by change of

members of

company.

Evidence of officer or of

member of

he shall so become a member shall be registered pursuant to the provisions hereinbefore contained.

21. Any person ceasing to be a member of any such company or body, whether by the transfer of any share therein, or by death or otherwise, shall be considered for all purposes of liability as continuing a member of such company or body until a return of the transfer or other fact whereby he shall have so ceased to be a member shall be registered pursuant to the provisions herein before contained (e).

(e) In scire facias against a defendant as a member of a company established under this act, it has been held that the declaration need not show whether the letters-patent contain any provision limiting the liability of the intending shareholder, such limitation being a matter which ought to be pleaded by the defendant, but fraud and collusion between the plaintiff and nominal defendant in the original action will be a good defence by plea to the scire facias, although redress would also, under such circumstances, be afforded to the party against whom it is sought to enforce the judgment. Philipson v. Earl of Egremont, 6 Q. B. 587.

22. No action, suit or proceeding, whether civil or criminal, commenced either by or against any such company or body (whether in the name of one of the officers appointed to sue and be sued as aforesaid, or of some member of such company or body, in the case and in manner aforesaid), shall be abated or prejudiced by the death or by any act of such officer or person, or by the resignation or removal of such officer, either before or after the commencement of such action, suit or proceeding, or by any change in the members of such company or body by the transfer of shares or otherwise, but that the same shall be continued in the name of such officer or member (as the case may be) notwithstanding such death or act, or such resignation or removal, and notwithstanding such change in the members of such company or body.

23. In all such actions, suits and other proceedings, whether civil or criminal, the evidence of company ad- any such officer as aforesaid, or of any member of such company or body, shall be admissible in the

missible.

like manner as if such officer or member were not an officer or member of such company or body.

judgments

24. All judgments, decrees, interlocutors and Effect of orders obtained in any such actions, suits or other against comproceedings as aforesaid against such officer or pany (ƒ). member in manner aforesaid, whether such member or officer respectively be party to such actions, suits or proceedings, as plaintiff, pursuer, petitioner or defendant or defender, shall have the same effect against the property and effects of such company or body, and also (to the extent hereinafter mentioned) against the persons, property and effects of the individual existing or former members thereof respectively, as if such judgments, decrees, interlocutors or orders had been obtained against such company or body in suits or proceedings to which all the persons liable as existing or former members of such company or body had been parties, and that execution or diligence, or executions or diligences shall be issued thereon accordingly: provided nevertheless, that where the extent per share of the liability of the individual members shall have been limited by any letters patent as aforesaid, no such execution or diligence shall be issued against any such individual existing and former member of such company or body as aforesaid for a greater sum than the residue, if any, of the amount for which, by virtue of such letters patent as aforesaid, such individual member shall be liable in respect of the share or shares then or theretofore held by him in the said company or body, after deducting therefrom the amount, if any, which shall appear by such register as aforesaid to have been advanced and paid in respect of such shares or any of them by himself or herself, or any previous or subsequent holder of the same shares or any of them, or the representatives of any such holder, under by virtue of any former execution or diligence, and not repaid at the time of issuing such subsequent execution or diligence.

(f) See Philipson v. Earl of Egremont, 6 Q. B. 587.

Bankruptcy of officer of

to affect

company or

members.

25. The bankruptcy, insolvency or stopping paycompany not ment of any officer or member of such company or body in his individual capacity shall not be conliabilities of strued to be the bankruptcy, insolvency or stopping payment of such company or body; and that the property and effects of such company or body, and the persons, property and effects of the individual members or other individual members thereof (as the case may be), shall, notwithstanding such bankruptcy, insolvency or stopping payment, be liable to execution or diligence in the same manner as if such bankruptcy, insolvency or stopping payment had not taken place.

Service of notice on the company.

Service of notice by the company.

Determina

tion of com

26. In all cases wherein it may be necessary for any person to serve any summons, demand or notice, or any writ or other proceeding at law or in equity, or otherwise, upon the said company or body, service thereof respectively on the clerk of the said company or body, or by leaving the same at the head office for the time being of the said company or body, or in case such clerk of the said office shall not be found or known, then service thereof on any agent or officer employed by the said company or body, or by leaving the same at the usual place of abode of such agent or officer, shall be deemed good and sufficient service of the same respectively on the said company or body.

27. In all cases wherein it may be necessary for the said company or body to give any summons, demand or notice of any kind whatsoever to any person or corporation, under the provisions or directions contained in this act, such summons, demand or notice may be given in writing, signed by the clerk, attorney or solicitor for the time being of the said company or body, without being required to be under the common seal of the said company or body.

28. In case of the determination of such company not to pany or body, such company or body shall neverprevent the theless be considered as subsisting, and to be in all their affairs. respects subject to the provisions of this act, so long and so far as any matters relating to such company

winding up of