Such companies as are established by charter or by a private Act of Parliament are not the direct or primary objects of the new Registration Act. The constitution of such companies is usually defined by the Act of incorporation; and their nature and purposes are thus laid open to public consideration:- while their corporate character protects the shareholders from all individual liability. Hence comparatively few complaints have been made of the working of such institutions. Creditors, on the one hand, know that they are trusting an invisible body, whose corporate funds alone are amenable to legal execution: while, on the other hand, members or shareholders know the full extent of the personal risk which they incur by joining the ranks of such a body.

The new Registration Act applies peculiarly to that large class of companies, which, in the eye of the law, are nothing else than enormous partnerships, but which by their internal constitution and management take upon themselves to act as corporations. With respect to these companies, there have heretofore been two special difficulties to contend against. One is, to prevent the establishment of bubble companies; the other, to provide the means of suing large unincorporated companies in an effectual manner before the courts of law and equity: And these points appear to be prominently kept in view in the new Registration Act.

I. To provide for the first point, the Act is declared (sect. 2.) to apply to every Joint Stock Company established in England or Ireland, and every Joint Stock Company established in Scotland with a place of business in England or Ireland, for any commercial purpose, or for any purpose of profit, or for the purpose of assurance or insurance (except banking companies, schools, scientific and literary institutions and also friendly societies, loan societies, and benefit societies duly certified and inrolled): and the term "Joint Stock Company" is to comprehend every partnership, whereof the capital is divided or agreed to be divided into shares, and so as to be transferable without the express consent of all the copartners; and also every assurance or insurance company, and also every institution inrolled under the Friendly Society Acts, and making insurance upon lives or contingencies involving the duration of human life to an amount exceeding 2007. upon one life or

for any one person; and also every partnership which at its formation, or by subsequent admissions (other than by devolution or act of law) shall consist of more than twenty-five members.

Companies for executing bridges and other public works, which cannot be carried into execution without the authority of Parliament; and (except as thereinafter provided) all companies incorporated by statute or charter, or authorised by statute or letters patent to sue and be sued in the name of a public officer, are not within the Act.

The remedial clauses of the Registration Act commence with the 4th section, which enacts that before proceeding to make public, by prospectus, handbill or advertisement any intention or proposal to form a company for any purpose within the meaning of the Act, whether for executing any work under the authority of Parliament or for any other purpose, the promoters of such company shall make to the new registry office returns of the following particulars according to a schedule annexed to the Act: - 1. The proposed name of the intended company; 2. The business or purpose of the company; 3. The names of the promoters, with their occupations and places of business and residence: And also the following particulars when decided upon; 4. The name of the street or place in which the provisional office or place of business is situate, and the number or other designation of the house or office; 5. The names of the members of the committee, or body acting in the formation of the company, with their occupations and places of business and residence, together with a written consent on the part of every such member or promoter to become such, and also a written agreement signed by him with some one or more trustees for the company to take one or more share or shares in the undertaking; 6. The names, occupations, and places of business and residence of the officers of the company; 7. The like as to every subscriber to the company; 8. A copy (before circulation or issue) of every prospectus, circular, handbill, advertisement or other document addressed to the public, or the subscribers relative to the formation or modification of such company; 9. And afterwards, from time to time until the complete registration of such company, a return of a copy

of every addition to or change made in any of the foregoing particulars.

Upon registration of at least the first three of such particulars, a certificate of provisional registration is to issue.

By the seventh section, no joint stock company within the Act is to act otherwise than provisionally until a certificate of complete registration be obtained: and such certificate is not to be granted unless the company be formed by deed or writing under the hands and seals of the shareholders therein. The deed must appoint three directors at the least, and one or more auditors, and must set forth in a tabular schedule the following particulars:- 1. The name of the company; 2. The business or purpose of the company; 3. The principal or only office, and every branch office (if any); 4. The amount of proposed capital, and the means by which it is to be raised; and where the capital shall not be money, or shall not consist entirely of money, then the nature and value of such capital shall be stated; 5. The amount of money (if any) to be raised by loan; 6. The total amount of capital subscribed or proposed so to be at the date of the deed; 7. The division of the capital (if any) into equal shares, and the total number of such shares, each of which is to be distinguished by a separate number in a regular series; 8. The names and occupations and (except bodies politic) the residences of all the then subscribers, according to the information possessed by the officers of the company; 9. The number of shares held by each subscriber, and the distinctive numbers of such shares, distinguishing those on which the deposit has been paid; 10. The names of the then directors, and of the trustees (if any), and of the then auditors of the company, together with their respective occupations, and places of business and residence; 11. The duration of the company, and the mode or condition of its dissolution. By the same section every deed of settlement is required to contain certain clauses for the purposes mentioned in Schedule A1 of the Act, and is

The clauses required by this schedule are of three classes: I. For the holding of meetings and the proceedings thereat; II. For the direction of the execution of the affairs of the company, and the registration of its proceedings; III. For the distribution of the capital into shares, or for the apportionment of the interest in the property of the company; IV. For the borrowing of money.

to be signed by at least one-fourth of the persons who are subscribers at the date of the deed, and who shall hold at least one-fourth of the maximum number of shares in the capital of the company, and is to be certified by two of the directors according to the form prescribed by the Act: And, on the production of such deed, so drawn, signed and certified, together with a complete abstract or index, and a copy for the purpose of registration, the Registrar is to grant a certificate of complete registration.

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By sect. 10., every supplementary deed is to be registered in like manner within one month after date and within six months after any change shall have taken place in any of the particulars required by the Act to be contained in the schedule to a deed of settlement (except so far as respects the shareholders and their respective shares), returns of such changes are to be made to the Registry Office.

By sect. 11. the directors are required to make a return in every January and July, according to the form prescribed by the Act, of every transfer made of any shares in the company since the preceding half-yearly return (or, in the case of the first of such returns, since the complete registration of the company); and also a return, according to the form prescribed by the Act, of the names and abodes of all persons who have ceased to be shareholders, or have become shareholders otherwise than by transfer, since the preceding return, or since the complete registration of the company, as the case may be; and also of the changes made in the names of all shareholders, whose names have been changed by marriage or otherwise since the last preceding half-yearly return, or since the complete registration of the company, as the case may require.

By sect. 13. it is enacted, that until the return has been made of the transfer or other fact or event whereby a person becomes the holder of any shares, such person shall not be entitled to the profits of such shares, or in anywise to act as a shareholder; and the person whose shares have been transferred is to continue subject to all liabilities connected with such shares until the registration of the transfer.

By sect. 14. every company completely registered under the Act is to make a return of its name and business annually

in January, and the Registrar is to give a certificate of such

return.

By sect. 17. the Board of Trade is authorised to make regulations respecting the returns to the Registry Office and to dispense with any of the returns required by the Act.

By sect. 18. every person is to be at liberty to inspect the returns, deeds, and registers on payment of a shilling for each inspection.

By sect. 19. the Registrar is constituted, and his duties are to be prescribed or regulated from time to time by the Board of Trade.

By sect. 23. no provisionally registered company is to act provisionally for more than twelve months, unless upon taking out a new certificate, which is to continue in force for twelve months: And such company may assume its name, but coupled with the words "registered provisionally;" and may open subscription lists, and allot shares and receive deposits not exceeding 10s. per 1007. on the amount of every share; and may also do such other acts only as are necessary for constituting the company, or for obtaining letters patent, or a charter, or an Act of Parliament: But provisionally registered companies are not to make calls, nor to purchase or contract for or hold lands, nor to enter into contracts for any services, or for the execution of any works, or for the supply of any stores, except such as are necessary for the establishment of the company, and except any purchase or contract made conditional on the completion of the company, and to take effect after the certificate of complete registration.

By sect. 24. if before a certificate of provisional registration shall be obtained, the promoters or their servants take any money in consideration of the allotment either of shares or of any interest in the concern, or by way of deposit for shares to be granted or allotted, or issue in the name or on behalf of the company any note or scrip or letter of allotment or other writing to denote a right or claim or preference or promise absolute or conditional to any shares, or advertise the existence or proposed formation of the company, or make any contract in the name or on behalf of the intended company, every such person shall be liable to the penalty of 251.