depends, shall be determined by or before the same courts. See Baylis v. Watkins, 8 Jur. N. S. 1165; Copeland v. Webb, 11 W. R. 134; Re Hooper, Ib. 130. The 2nd section provides that where questions of fact may be more conveniently tried at assizes, issues may be directed. rectification 36. Whenever any order has been made rectifying Notice to the register, in the case of a company hereby re- registrar of quired to send a list of its members to the registrar, of register(z). the court shall, by its order, direct that due notice of such rectification be given to the registrar. (2) This is new. 37. The register of members shall be primâ facie Register to evidence of any matters by this act directed or authorized to be inserted therein (b). (a) The words primâ facie are not contained in the 26th section, 19 & 20 Vict. c. 47. (b) See sect. 25, ante, pp. 32. Liability of Members. be evidence (a). past mem 38. In the event of a company formed under this Liability of act being wound up, every present and past member present and of such company shall be liable (d) to contribute to bers of the assets of the company to an amount sufficient company (c). for payment of the debts and liabilities of the company, and the costs, charges and expenses of the winding-up, and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves, with the qualifications following, (that is to say,) (1.) No past member shall be liable to contribute to the assets of the company if he has ceased to be a member for a period of one year or upwards prior to the commencement of the winding-up: (2.) No past member shall be liable to contribute in respect of any debt or liability of the company contracted after the time at which he ceased to be a member (e): (3.) No past member shall be liable to contribute to the assets of the company unless it appears to the court that the existing mem bers are unable to satisfy the contributions required to be made by them in pursuance of this act : (4.) In the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member: (5.) In the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount of the undertaking entered into on his behalf by the memorandum of association (ƒ): (6.) Nothing in this act contained shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members upon any such policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of such policy or contract (g): (7.) No sum due to any member of a company, in his character of a member, by way of dividends, profits or otherwise, shall be deemed to be a debt of the company, payable to such member in a case of competition between himself and any other creditor not being a member of the company; but any such sum may be taken into account, for the purposes of the final adjustment of the rights of the contributories amongst themselves (h). (c) This is a new provision. See 19 & 20 Vict. c. 47, ss. 62, 63. (d) See sect. 7, ante, p. 13. (e) See post, table A. pl. 9, by which a transferor of shares is to continue a holder of such shares until the name of the transferee shall be entered in the register book. (f) See ante, sect. 9, p. 17. The unlimited liability of a company under the 25th section of 7 & 8 Vict. c. 110, might be restricted by express provision. (g) A policy of insurance duly executed by three directors of an insurance company contained a provision that the policy should not be construed to render liable the proprietors of the company beyond the amount of their respective shares, but that the capital stock of the company should alone be liable to answer all claims in respect of the policy. The plaintiff having obtained judgment against the company: it was held, that by the terms of the policy the plaintiff was precluded from taking legal proceedings against the individual subscribers, and could not therefore issue execution against an individual shareholder under 7 & 8 Vict. c. 110, s. 68. Halkett v. Merchant Traders' Ship Loan and Insurance Association, L. J. 1850, Q. B. 59; 13 Q. B. 960; Hassell v. Same, 4 Exch. 525; Durham's Case, 4 Kay & J. 517; Re Athenæum Life Society, Ex parte Prince of Wales Life, &c. Assurance Company, 1 Johns. 80; 5 Jur. N. S. 558; 3 De G. & J. 558; see Talbot's Case, 5 De G. & Sm. 386; Evans v. Coventry, 2 Jur. N. S. 557. (h) See post, sect. 101, as to the power of the court to order payment of debts by a contributory. PART III. MANAGEMENT AND ADMINISTRATION OF COMPA- Provisions for Protection of Creditors. company (a). 39. Every company under this act shall have a Registered registered office to which all communications and office of notices may be addressed: if any company under this act carries on business without having such an office, it shall incur a penalty not exceeding five pounds for every day during which business is so carried on (b). (a) See 19 & 20 Vict. c. 47, s. 28. (b) In this and the 19th section a penalty is imposed on the company alone, but in sects. 25, 27, 32, 34, a penalty is imposed on the directors. The mode of recovering penalties is prescribed by the 65th section, post. situation of 40. Notice of the situation of such registered Notice of office, and of any change therein, shall be given to registered the registrar, and recorded by him until such office (d). notice is given the company shall not be deemed to Publication of name by company (a). a limited Penalties on nonpublication of name (b). have complied with the provisions of this act with respect to having a registered office. (d) See 19 & 20 Vict. c. 47, s. 29. 41. Every limited company under this act, whether limited by shares or by guarantee, shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements and other official publications of such company, and in all bills of exchange, promissory notes, indorsements, cheques and orders for money or goods purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts and letters of credit of the company. (a) See 19 & 20 Vict. c. 47, s. 30. 42. If any limited company under this act does not paint or affix, and keep painted or affixed, its name in manner directed by this act, it shall be liable to a penalty not exceeding five pounds for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall be liable to the like penalty; and if any director, manager or officer of such company, or any person on its behalf, uses or authorizes the use of any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice, advertisement or other official publication of such company, or signs or authorizes to be signed on behalf of such company any bill of exchange (c), promissory note, indorsement, cheque, order for money or goods, or issues or authorizes to be issued any bill of parcels, invoice, receipt or letter of credit of the company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of fifty pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque or order for money or goods, for the amount thereof, unless the same is duly paid by the company (d). (b) See 19 & 20 Vict. c. 47, s. 31. (c) See sect. 47, post, n. (d) See Penrose v. Martyn, El., Bl. & El. 499; post, p. 51, n. (a). mortgages. 43. Every limited company under this act shall Register of keep a register of all mortgages and charges specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge: if any property of the company is mortgaged or charged without such entry as aforesaid being made, every director, manager or other officer of the company who knowingly and wilfully authorizes or permits the omission of such entry shall incur a penalty not exceeding fifty pounds: the register of mortgages required by this section shall be open to inspection by any creditor or member of the company at all reasonable times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorizing or knowingly and wilfully permitting such refusal, shall incur a penalty not exceeding five pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues (a); 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). D |