establishments in Ireland (5 Geo. 4. c. 75. s. 5., repealed and improved by 6 Geo. 4. c. 42.) that provisions were for the first time made to meet all these difficulties: and similar provisions now form part of the regulations which are likely to take place in the banking establishments in England now in contemplation."

The provisions just mentioned are contained in the tenth section of the stat. 6 Geo. 4. c. 42., which enacts that all proceedings at law or in equity on behalf of the company against any persons, whether members of the company or otherwise, for any matter relating to the concerns of the company, should be prosecuted in the name of the public officer of the company; and that all proceedings to be commenced or instituted against the company by any persons, whether members of the company or otherwise, should be prosecuted against the public officer of the company as the nominal defendant. But this Act was a limited measure, affecting only the banking establishments to which the Act relates.

The next general change was made by the Act 4 & 5 W. 4. c. 94., which enables the Crown to grant by patent to any trading company any of the privileges which it was competent to grant by a charter of incorporation, especially the privilege of suing and being sued in the name of a public officer, upon such terms as the Crown should impose.

This Act was repealed by the stat. 7 W. 4. & 1 Vict. c. 73., which enlarged the powers of the Crown in reference to other points, but re-enacted the foregoing regulation. It was stated, however, to the House of Commons by Mr. Gladstone, that very few companies had availed themselves of the provisions of these Acts. There remained, therefore, a multitude of associations or partnerships composed of a vast number of persons acting together merely according to the terms of a deed of settlement, and standing in the eye of the law upon the same footing as any ordinary partnership consisting of only two or three members.

As between such companies and strangers, the new Registration Act provides a remedy in the twenty-fifth section, which enacts, that on the complete registration of any company being certified by the Registrar, the company and its

shareholders shall be incorporated, as from the date of the certificate, for the purpose of carrying on the trade or business of the company, and for the purpose of suing and being sued but the incorporation thus effected is not to restrict the liability of the shareholders under any judgment or decree against the company for payment of money.

Thus far, as between such companies and strangers, the remedy by suit appears to be complete; every company, however numerous its members may be, being for the purposes either of bringing or defending an action or suit, reduced to a legal unit by clothing it with a corporate character.

But, as between the companies and their own members, the difficulties of suing and being sued appear to remain on their former unsatisfactory footing. Van Sandau v. Moore was a case of this description: and although by means of the principle of representation, whereby one member is allowed to sue on behalf of himself and all others against certain excepted members of the company, the courts of equity have attempted" to go as far as possible towards justice rather than deny it altogether," still cases are continually occurring in which the doctrine of representation is not admissible: and the result is literally a denial of justice, because a plaintiff in such a case can never bring his suit to a hearing. The cases of Cockburn v. Thompson', Long v. Yonge 2, and Walworth v. Holt 3, exhibit a general view of the rules of pleading in the Court of Chancery in cases like those to which we have alluded: but it is not our intention here to do more than to refer to those decisions.

Our present object is merely to show that the new Joint Stock Companies Registration Act makes no alteration in this branch of legal practice.

III. There is a third particular in the new Registration Act which also requires observation. It is to be found in the 66th section, which enacts that every judgement, decree, of order against any registered company not otherwise privileged by letters patent or by private Act, shall take effect, and execution shall be issued, not only against the property or

16 Ves. 325.

2 2 Sim. 386.

3

4 Myl. & Cr. 619.

such company, but also, if due diligence have been used to obtain satisfaction out of the property of the company, then against the person, property, and effects of any shareholder for the time being, or any former shareholder in his individual capacity, until such judgment, decree or order be fully satisfied; provided, in the case of execution against any former shareholder, that such former shareholder was a shareholder at the time when the contract or engagement for which such judgment, decree, or order may have been obtained was entered into, or became a shareholder during the time such contract or engagement was unexecuted or unsatisfied, or was a shareholder at the time of such judgment, decree, or order being obtained; provided also that in no case shall execution be issued on such judgment, decree, or order against the person, property, or effects of any such former shareholder of such company after the expiration of three years next after the person sought to be charged shall have ceased to be a shareholder of such company.

The principle of limited liability has been partially brought into operation by means of several charters and private Acts of Parliament and such limitation has extended not only to the amount, but also to the duration of the liability.

The French law of partnership en commandité also embraces the principle of limitation as to the amount of liability.

The Irish Anonymous Partnership Act1 embodied the same principle. But it was confined to companies having a capital not less than 10007., and not exceeding 50,000l.: and the duration of such partnerships was not to exceed fourteen years. Very few persons, however, availed themselves of the powers of the Act: and it is almost a dead letter.

The general opinion of the principal merchants and other persons, who were examined before the Parliamentary Committee of 1836, was adverse to the introduction of partnerships on the French principle. But it does not appear that the creditors of those public companies which have been established with limited liability, either by private Acts, or by Charters, have expressed any complaints regarding the operation of such a system.

1 21 & 22 Geo. 3. c. 46. (Irish.)

Great practical inconvenience certainly arose from the unrestricted continuance of a shareholder's liability to the debts and engagements of an unincorporated or unchartered Joint Stock Company. Upon the decease of such a shareholder, his executor could not safely pay a single debt or legacy, except under legal compulsion: and though a similar state of things often exists with regard to the affairs of a testator who is not possessed of a single share in a public company, yet in such a case an executor may have something like a chance of ascertaining the extent of his testator's liabilities; but it is utterly impossible for him to discover the measure of such liability, where it involves the previous examination and settlement of the accounts of a multitudinous association, and possibly the necessity of a suit in a court of equity to complete the process. By the new Registration Act the term of liability is, as we have seen, restricted to the period of three years from the time of a shareholder ceasing to be a member of the company and we think this is likely to operate as an encouragement to the purchase of shares in joint stock companies, without unduly trenching upon the fair rights and privileges of creditors, to whom much compensation for this limitation of liability is afforded, by the means which the Act furnishes to them, of ascertaining from time to time, by the aid of the Registry, the condition and the probable solvency or durability of any particular company, with which they may happen to be dealing or contracting.

IV. We proceed now to a brief notice of the second of the statutes under review. The Act 7 & 8 Vict. c. 111. is an extension of the law of bankruptcy to corporations; and it applies to every commercial or trading company now or at any time hereafter incorporated by Charter or Act of Parliament;

To every company or body of persons now or at any time hereafter associated for commercial or trading purposes, and enjoying any privileges or powers under the Act 7 W. 4. & 1 Vict. c. 73.;

To every company subject to the provisions of the lastmentioned statute;

To every company or body of persons now or at any time.

hereafter to be associated for any commercial or trading purposes, and registered either provisionally or completely under the act 7 & 8 Vict. c. 110.; and to every joint stock company now existing and comprehended within the definition, in that Act contained, of a joint stock company. And upon

the commission by any such company of any act, which by the statute under review is to be deemed an Act of Bankruptcy, a fiat is to issue against the company in the same way as against a private person.

By sect. 2. the bankruptcy of a company is not to be construed as the bankruptcy of any individual member.

By sect. 3., service of the adjudication of the bankruptcy of a company is to be made upon the chief clerk or secretary or registrar of such company, or (if no such person) on any director. The person so served is to surrender on behalf of the company.

Then follow the enactments, sects. 4, 5, 6, 7., specifying the several acts by which a company is to be rendered bankrupt :

1. A declaration of insolvency by a resolution passed at a board of directors, and filed in the office of the Secretary of Bankrupts; provided a fiat issue within two months there

after:

2. Default in paying, securing, or compounding for a judgment debt within fourteen days after a requisition for payment at the instance of a creditor who is in a situation to issue execution :

3. Default in compliance with any decree or order in equity or in bankruptcy, or in lunacy duly served, and ordering payment by the company of any sum of money :

4. Default for one calendar month in paying, securing, or compounding, to the satisfaction of a judge, for any debt, whereof an affidavit shall have been filed in any of the superior courts of law, followed by a summons duly served.

By the eleventh section the law and practice of bankruptcy now in force is to extend as far as possible to all proceedings under the new Act.

A measure of public policy, affording the means of much future benefit to the community, is provided for by the twenty-fifth section, whereby it is enacted, "That, previous