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which are therein furnished, with reference to the first year's operation of the present Act.

The nominal capital of the 642 companies above mentioned amounted to nearly 129,000,000 sterling; but it is needless to tell the reader that the word "nominal "" may be here accepted in its widest sense, for these almost fabulous figures do not give the remotest idea of the capital actually invested. Neither do the returns enable us to estimate it, as a large number of companies had not rendered accounts of calls received at the date to which such returns are made up.

The aggregate amount called up by those companies which had sent the necessary information, is, in round numbers, about £5,600,000, and if we double this sum to allow a margin for the returns that had not been made, it will only give a little more than a twelfth part of the nominal capital. It is, of course, true that the members of these companies are still liable for the whole of such capital as far as the shares have been taken up, but it remains to be seen to what extent it will be made available. Only two companies had called up the total amount of their capital; and as an illustration of how little the nominal capital has to do with the sum likely to be actually invested, we may remark, that a company with a nominal capital of £3,000 had actually called up nearly £200 more than another company having a like capital of £200,000. In another instance, a company with £3,000,000 had called up more than £250,000 in excess of a company with £10,000,000. So a company with £25,000 as its nominal capital had received upwards of twice as much as one with £800,000. The

three following companies, reported to have been "still in operation," seem to have exercised the greatest economy

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The fees payable on registration no doubt in some measure contribute to the apparent recklessness with which promoters seem to fix the amounts of their nominal capital, as, according to the present table, a company having a capital of £525,000, would have to pay just as much as one with as many millions or more, the maximum fees so payable being limited to £50. It is a question for the consideration of our legislature, whether an amendment of this table would or would not exercise a salutary influence in this respect, although in the majority of cases the figures at the head of a prospectus, even the most extravagant, are comparatively harmless, unless, indeed, they are deliberately placed there to mislead the public in estimating the magnitude of the undertaking, or otherwise to deceive intending shareholders. Considering, however, the facility with which a company may increase its capital when deemed expedient to do so, there certainly appears less reason why the nominal capital should in most instances be out of all proportion to the sum likely to be called into requirement.

One very striking and by no means the least agreeable feature about the present joint stock law is its universal applicability to every conceivable form of commercial industry. Containing no restrictions as to amount of

capital (such as were originally proposed to be introduced in the Act of 1856,) we find companies formed with a nominal capital, which does not reach a twentieth part of the amount sometimes charged by financial associations for the mere promotion of many of our larger companies.


During the period under our consideration, only nine companies were formed in England with unlimited liability, while the principle of "limited by guarantee seems to have met with still greater disfavour, for only two were formed in the year, of which one was not in operation at the date of the returns, and the other was merely "supposed" to be in operation.

In Ireland twenty companies were formed with limited liability, whose nominal capital amounted in the aggregate to £243,000; in Scotland twenty-one companies with a similar capital of £1,102,800; and a dozen companies were registered for working mines within and subject to the jurisdiction of the Stannaries, with a nominal capital amounting in the whole to £267,000.

There were also seventy-six existing companies with unlimited liability, newly placed on the register in England, and thirteen similar companies registered with limited liability.

Such then are a few of the facts showing the operation of the first year of "The Companies Act, 1862," so far as relates to the number of undertakings that were registered under its provisions, but before concluding these remarks there is yet another point that deserves notice. At the date of the returns, all the companies formed and registered in Ireland and Scotland were still in operation, and those in the Stannaries were supposed

to be. In England, however, the case is widely different, for out of the 642 limited companies which were registered here, 494 only are stated to be still in operation, and 43 others were supposed to be. Assuming that the whole of the latter were in existence, it will thus be found that within eighteen months after the Act came into operation 105 companies had been dissolved, or at all events, there was strong reason for believing they had discontinued their business, and doubtless many of them had never commenced active operations at all.

It seems unfortunate that the register should be clogged with so many abortive schemes, and we naturally wonder that no measure has been adopted to remedy the evil. We would venture to hint that a "provisional register might in some degree overcome the difficulty. It might, for instance, be made compulsory, that every joint stock speculation before being submitted to the public, should register provisionally, and pay a small but remunerative pro rata fee, to be deducted from the sum payable on ordinary registration, the latter to take place at the expiration of a fixed period, or when so many of the shares were taken up as would warrant the company in commencing business. Promoters might also register their names and addresses, as some slight protection for creditors, and in fact the principle might be extended from time to time as found most expedient, without in any way fettering commerce. If it accomplished no other object it would at least be a valuable statistical fact which would make the returns all the more complete. We should then have laid before us the three stages belonging to the existence of public companies, instead of only two, as at present. Every company, as we are

aware, must go through at least two of these stages, the provisional and the administrative. If the undertaking is a successful one its history is complete in the latter, and as perpetual succession is one of its essential elements, like the king it never dies. There are, however, many companies as we have seen, which go through a third and final stage, or in other words are wound-up. The information as to the two last stages is fully set forth in the returns, but we have no means of ascertaining how many companies fail in properly reaching that which we have designated the administrative. It may be urged that this point is attained immediately on registration, and that an undertaking cannot be regarded as a company until it takes place. We are bound to admit that in theory this is so, but in practice it is well known to be the contrary in a very large number of instances. Many companies, although registered with the requisite number of members, never begin business at all, and do not, therefore, get beyond the really provisional part of their existence. Besides, to say the least, it would be an interesting fact to know how many proposed companies had been projected without success, and having their objects duly registered it would afford intending shareholders a means of referring back to see if a new speculation had appeared in any other form before, and how far it had gained public favor.

In throwing out these humble suggestions the Author trusts that he will be acquitted of any further presumption than to claim for them the consideration of gentlemen who are better able to judge of their practicability than he is, and to whose decision he will gladly bow.

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