until he shall have executed the deed of settlement, and paid up all instalments on calls, and shall have been registered in the Registry Office: and, until such registry, no shareholder in any company commenced to be formed after the 1st of November 1844 shall dispose by sale or mortgage of such share or any interest therein: every contract for such sale or disposal is to be void: and for better protecting purchasers, the directors by whom certificates of shares are issued are to state on every such certificate the date of the first complete • registration of the company. By sect. 28. no person is to be or act as director or patron of any company, unless, at the time of his appointment or acting, he hold in his own right at least one share in the capital of the company: and for every breach of this rule the penalty of 207. is imposed; and if any person is announced by or on behalf of any company as a director, patron, or president, or as holding any such or the like office, without his having so consented or acted, then each director of the company knowingly concurring in such representation shall forfeit a sum not exceeding 201. By the sixty-fifth section, a blow is struck at the practice of using fictitious lists of patrons and directors in the advertisements and prospectuses of new undertakings. It runs in these words:"And forasmuch as great injury has been inflicted upon the public by companies falsely pretending to be patronised or directed or managed by eminent or opulent persons: now, for the purpose of preventing such false pretences, be it enacted, with regard to every company or pretended company whatsoever, whether registered or not, and whether now existing or not, that if any person shall make any such false pretences, knowing the same to be false, in any advertisement or other paper, whether printed or written, and whether published in any newspaper or handbill, or placard or circular, then every such person shall forfeit for every such offence a sum not exceeding 107." This section is likely to be of great public service. Thus far the Registration Act interposes with regard to the formation or institution of public companies. But in order to judge of the extent of the alterations produced by the foregoing enactments, it will here be expedient to take a hasty review of the previous course of English law relative to the formation of joint stock companies. The first Act by which such companies were attacked was the statute 6 Geo. 1. c. 18., commonly called the Bubble Act. The eighteenth section enacted that "all public undertakings and attempts, tending to the common grievance, prejudice, and inconvenience of his Majesty's subjects, or great numbers of them, in their trade, commerce, or other lawful affairs, and all public subscriptions, receipts, payments, assignments, transfers, pretended assignments and transfers, and all other matters and things whatsoever, for furthering, countenancing, or proceeding in any such undertaking or attempt, and more particularly the acting or presuming to act as a corporate body or bodies, the raising or pretending to raise transferable stock or stocks, the transferring or pretending to transfer or assign any share or shares in such stock or stocks without legal authority, either by Act of Parliament or by any charter from the Crown, to warrant such acting as a body corporate, or to raise such transferable stock or stocks, or to transfer shares therein; and all acting or pretending to act under any charter formerly granted from the Crown for particular or special purposes therein expressed, by persons who do or shall use or endeavour to use the same charters, for raising a capital stock, or for making transfers or assignments or pretended transfers or assignments of such stock, not intended or designed by such charter to be raised or transferred, and all acting or pretending to act under any obsolete charter become void or voidable by nonuser or abuser, or for want of making lawful elections, which were necessary to continue the corporation thereby intended, shall (as to all or any such acts, matters, and things, as shall be acted, done, attempted, endeavoured, or proceeded upon after the said four-and-twentieth day of June, one thousand seven hundred and twenty) for ever be deemed to be illegal and void, and shall not be practised or in anywise put in execution.” By the nineteenth section all such undertakings are declared public nuisances, and their promoters are to incur all the penalties of pramunire, over and above the ordinary liabilities of persons convicted for common and public nui sances. It appears, then, that the offences contemplated by the Bubble Act were three, viz. :- 1. Acting or pretending to act as a corporate body; 2. Raising or pretending to raise transferable stock; 3. Transferring such stock without legal authority. But we conceive that these acts were not intended to be declared offences per se, but only in their connection with dangerous and mischievous undertakings; and so the statute seems to have been construed in later times. Moreover, the various private Acts of Parliament, authorising companies to sue and be sued by their secretary, appear tacitly to recognise the legality of the assumption of such powers by companies whosé objects are beneficial or useful. The first reported case which appears to have been tried under the Bubble Act was that of Rex v. Cawood', where the defendant was convicted of being the projector of an unlawful undertaking to carry on a trade to the North Seas, whereby many persons had been defrauded of great sums of money. The particulars of the Bubble are not given by the reporters; and the point stated in the books relates merely to the power of the court to inflict only a part of the judgment in præmunire. From that time till the case of Rex v. Dodd 2, a period of eighty-seven years, the statute does not appear by any case in print to have been acted upon: and this circumstance was urged on the part of the defendant as evidence of the hardship of such a prosecution. He had projected two schemes, and issued prospectuses, one of which was styled the "Prospectus of the London Paper Manufacturing Company;' the other, the "Prospectus of the intended London Distillery Company for making and rectifying genuine British spirits, cordials, and compounds." By each of these schemes a large capital was to be raised in shares: and the companies were to be governed by a deed of trust, by which it was to be provided, "that no party could be accountable for more than the sum subscribed by him under the regulations 1 2 Lord Raym. 1361., 1 Strange, 472. Mich. T. 8 G. 1. therein stipulated." It was stated also that the persons qualified to be chosen directors by the amount of their shares were to be taken in the rotation in which they subscribed. Each scheme was loudly extolled in its own prospectus as the source of immense profit to the shareholders: and there was annexed to the former of the two schemes a supposed Report from the defendant to the directors, stating that he had commenced to receive subscriptions, and alluding to the large sums which would be required for the purchase of premises and the conduct of the works, and naming various individuals (including himself), for election to the principal employments and situations in the concern. The Court of King's Bench in giving judgment, adverted to the long dormancy of the statute, and thought that, as other proceedings might be instituted against the defendant, they ought not to enforce the penalties, although the offences were within the Act: And Lord Ellenborough said: "Independent of the general tendency of schemes of the nature of the project now before us to occasion prejudice to the public, there is besides in this prospectus a prominent feature of mischief, for it therein appears to be held out that no person is to be accountable beyond the amount of the share for which he shall subscribe, the conditions of which are to be included in a deed of trust to be inrolled. But this is a mischievous delusion, calculated to ensnare the unwary public. As to the subscribers themselves, indeed, they may stipulate with each other for this contracted responsibility but as to the rest of the world, it is clear that each partner is liable to the whole amount of the debts contracted by the partnership." Several other cases of the same kind afterwards occurred 1; but the leading case in which the Bubble Act was most fully discussed was that of Rex v. Webb. A company was formed to consist of 20,000 shareholders with a capital of 20,000l. to be raised by subscriptions of 17. each, for the purpose of buying and grinding corn and making bread and dealing in flour and distributing it among the members. 1 Buck v. Buck, 1 Campb. 547.; Rex v. Stratton, Ibid. 549. n.; Pratt v. Hutchinson, 15 East, 511.; Brown v. Holt, 4 Taunt. 587. 214 East, 406. The association was styled The Birmingham Flour and Bread Company, and was managed by a committee; and by the deed of settlement it was stipulated that no partner should hold more than twenty shares unless the same should devolve upon him by marriage or any act of the law, and that each member should purchase weekly of the concern a certain quantity of bread or flour, not exceeding one shilling in value for each share, as the committee should appoint; and that no shareholder should assign his share, unless the assignee should covenant with the other partners for the performance of all covenants contained in the original deed; and that the majority of partners at a public meeting might make by-laws to bind the whole. The defendants were indicted under the Bubble Act, as for a public nuisance, with intending to prejudice and aggrieve divers of the King's subjects in their trade and commerce, under false pretences of the public good, by subscribing, collecting, and raising, and also by making subscription toward raising a large sum for establishing a new and unlawful undertaking, tending to the common grievance &c. of great numbers of the King's subjects in their trade and commerce, (that is to say), by making subscriptions towards raising 20,0007. in 20,000 shares for the purpose of buying corn, and grinding and making it into flour and bread, and dealing in and distributing the same, and also with presuming to act as a corporate body, and pretending to raise a transferable and assignable stock for the same purpose. The jury found a special verdict that the company was instituted from laudable motives during the high prices of provisions, for the purpose of supplying Birmingham and the neighbourhood with flour and bread, and that the company originally, and still was, beneficial to the inhabitants at large; but was at the time of the verdict (which did not include the time of the offence charged in the indictment) prejudicial to the bakers and millers of the town and neighbourhood of Birmingham. The Court of King's Bench gave judgment for the defendants; and Lord Ellenborough said, "The acts supposed to be made out against the defendants are these, 1st, that they have raised a large capital by small subscriptions; 2dly, that this has been done to enable them to buy and grind corn, |