holders and officers of the company. (b) The production of a written or printed copy of the bye-laws, with the registrar's seal of office attached thereto, is sufficient evidence (s. 48) of such bye-laws.

Of the keeping of the accounts.-The directors are to cause (s. 34) the accounts of the company to be duly entered in books to be provided for the purpose, and are, twenty-eight days prior to the ordinary meetings of the company, to deliver such accounts to auditors appointed by the shareholders who are to examine them and report thereon, and redeliver such accounts to the directors, and the directors, fourteen days previously to the ordinary meetings of the company, are to cause a full and fair balance sheet to be made up, which is to be examined and signed by them, or any three of their number, and also by the chairman of the company, and is to be recorded in the books of the company, and left open to the inspec tion of the shareholders fourteen days before and for one month after such ordinary meeting of the company. And the directors are, ten days before the ordinary meeting of the company, (subject, however, to the provisions of the deed of settlement, or any bye-law in that behalf,) to send a printed copy of the balance-sheet and auditor's report to every shareholder ac cording to his registered address, and to cause such report to be read at the meeting of the company, together with the report of the directors. They are, moreover, required, fourteen days after the meeting, to return to the registry office a copy of the balance-sheet and of the report of the auditors thereon, in order that the same may be registered with the other documents relating to the company. (c)

Division of profits.-No shareholder is entitled (s. 26) to receive any dividends or profits, or possess any of the powers or remedies given by the act to shareholders, unless he has executed the deed of settlement of the company, or some deed referring thereto, and has paid up all instal ments or calls due from him, and been registered as a shareholder in the register office.

Sales and transfers of shares, and liabilities of outgoing and incoming shareholders.-The directors of every registered joint stock company are to cause a book to be kept to be called the register of shareholders, and to enter from time to time therein-the names and addresses of all persons or corporations being shareholders of the company-the number of shares to which they are respectively entitled, distinguishing each share by its number, and also the amount of instalments paid on such shares. And every shareholder, (s. 50,) or if such shareholder be a corporation, then the clerk or principal officer of such corporation is to be permitted at all (b) 14 M. & W. 76, 624. (c) 7 & 8 Vict., c. 110, ss. 34-43.

convenient times to search the register gratis, and to have a copy thereof or of any part thereof on payment of sixpence for every one hundred and one words required to be copied. Every holder of a share in a completely registered joint stock company is, moreover, entitled (s. 51) to a certificate of his proprietorship specifying the share to which he is entitled, and the amount paid up in respect of such share at the date of the issue of the certificate, to which certificate the common seal of the company is to be affixed; and such certificate is to be primâ facie evidence of the title of the shareholder to the share therein specified in all courts of justice, and before all judges, justices, &c. ; but the want of such certificate is not to prevent the shareholder from disposing of his share. The act then provides (s. 53) for the renewal of such certificates when worn out or damaged, lost or destroyed.

Every shareholder in a completely registered joint stock company is entitled to sell and transfer his shares subject to the regulations contained in the deed of settlement, but such transfer (s. 54) must be made by a deed duly stamped (d) setting forth the full amount of the pecuniary consideration for such sale, and drawn up according to a form given in (schedule K.) of the act, or to the like effect. The directors are to cause a memorial of the instrument of transfer, when produced, to be entered in the "register of transfers," (e) and are to indorse such entry on the instrument of transfer on receiving a fee of one shilling. And it is provided that until such instrument of transfer has been produced at the office of the company, the purchaser of the share shall not be entitled to receive any of the profits of the company, or to vote in respect of such share; also that if at the time of the transfer the holder of the share shall not have paid the full amount due and payable to the company on every share held by him, he shall not be entitled to transfer any share, unless there be a provision to the contrary in the deed of settlement. Also (s. 13) that until the return of the transfer or other fact or event, whereby a person becomes the holder of any shares, be made pursuant to the provisions of the statute, it shall not be lawful for the company, its directors or officers, if such fact or event be known to them respectively, to pay to any such person any part of the profits of the concern, nor for any such person to sue for or recover any part of the profits arising in respect of such share, or in anywise to act as a shareholder, and that until the re

(d) An ad valorem stamp is sufficient, although the transfer deed contains a covenant from the transferee to observe the company's rules and regulations as to holders of shares. Wolseley v. Cox, 2 Ad. & E., N. s., 321.

(e) Daly v. Thompson, 10 M. & W. 309. Harvey v. Kay, 9 B. & C. 356. Cheltenham and Great Western Railway Company v. Daniel, 2 Ad. & E., N. S., 281.

turn of the transfer of any share shall have been made pursuant to the provisions of the statute, the person whose share shall have been thereby transferred shall, so far as respects his liability to the debts and engagements of the company, and also as respects the reimbursement of any loss, damages, costs, and charges he may incur thereby, be deemed to continue a shareholder of the company.

And it is further enacted (s. 12) that if at any time any party to a transfer of a share, request, in writing, the directors to make a return thereof, the directors shall forthwith make the same, and that on proof of such transfer and such request to the satisfaction of the registrar, it shall be lawful for any such party to make a return of such transfer to the registry office, which shall be received, marked and registered, and with the same effect as is provided in the case of returns made by such companies.

Executory contracts for the sale of shares.—Stamps, &c.—It has been held that shares in a joint stock company are not "goods, wares and merchandize" within the meaning and operation of the statute of frauds. (f) Execu tory contracts for the sale and purchase of shares, are not, therefore, exempt from stamp duties under the exemption in the last general stamp act. (Ante, 26) All such contracts, and all agreements for sales and transfers of shares must, consequently, when reduced into writing, be stamped with a common half-crown agreement stamp.(g)

When no time is specified for the completion of an executory contract for the sale of shares in a joint stock company, the printed rules and customs of the Stock Exchange are admissible in evidence, to show what is a reasonable time, under all the circumstances of the case, for the fulfilment of the bargain by the execution on the part of the vendor of the deed of transfer of the shares, and the payment on the part of the purchaser of the purchase money. (h) It is the duty of the purchaser to tender the deed of transfer to the vendor for execution, as in the case of a sale of realty, and he cannot bring an action against the latter for a breach of contract in not delivering or transferring the shares, without averring and proving such tender of the deed on his part. (i) If the transfer requires the assent of the directors in order to be valid, it was the duty of the vendor to procure such assept, and if he fails in so doing, and the transfer is consequently invalid, the purchaser may bring an action against him to recover back the money he has paid for the shares.(k)

(f) Ante, 93. Humble v. Mitchell, 11 Ad. & E. 205.

(g) Knight v. Barker, (Exch.,) Nov. 5, 1846. 7 & 8 Vict. c. 21; Ante, 129. Pawle v. Gunn, 6 Sc. 286; 4 Bing. N. C. 455.

(h) Stewart v. Canty, 8 M. & W. 160. (i) Stephens v. De Medina, 4 Ad. & E., N. s. 428. Bowlby v. Bell, 10 Jur. 669 (C. P.)

(k) Leeman Lloyd, 14 Law J.,N. 8. (Q. B.)165.

On an executory contract for the sale and purchase of shares there is no implied undertaking on the part of the purchaser to indemnify the vendor against calls made on him in respect of the shares between the time of the making of the contract and the execution and registration of the transfer. (7) All executory contracts, therefore, for the sale and purchase of shares, in respect of which calls are likely to be made before the contract can be completed, should contain an express provision for the payment of the calls by the purchaser. (m)

The directors are not responsible for the failure of anticipations of success and profit put forth on the face of the scrip certificates of shares signed by them, unless there has been some fraudulent misrepresentation made with a view of inducing parties to embark capital in the purchase of shares.(n)

Of the liabilities of INDIVIDUAL SHAREHOLDERS to the COMPANY at large, and of the COMPANY to the SHAREHOLDERS INDIVIDUALLY.-We have already seen that as soon as the complete registration of a joint stock company has been duly certified by the registrar, the company is clothed with the privileges of a corporate body as regards suing and being sued. Any one of the members consequently is entitled to sue the company by its registered name upon contracts which have been entered into with the company by the individual member; and the company, on the other hand, is entitled to sue any individual member upon such contracts unfettered and unincumbered by the rule of law, which, in the case of ordinary partnerships, precludes one partner and member of a firm from suing his copartners or the firm at large.

After the complete registration of the company has been certified by the registrar, any covenants or engagements which have been entered into by any of the shareholders or other persons with any trustee on behalf of the company, at any time before the complete registration thereof, may be proceeded on (s. 25) by the company, and enforced in all respects as if they had been made or entered into with the company after its incorporation.

Liability of the shareholders on calls by the directors.-If any shareholder (s. 55) fails to pay any instalment of capital due upon, or in respect of, any share held by him when the same shall become due, the company is authorized to sue such shareholder for the amount in an action of debt in any court having competent jurisdiction in respect of the same; and it is provided, that in the declaration in any such action it shall be sufficient

(1) Humble v. Langston, 7 M. & W. 517.
(m) See further as to sales and purchases of

shares, post ch. 20, s. 1, p. 541-545.
(n) Shrewsbury v. Blount, 2 Sc. N. R. 593.

M M

to state that at the time of the commencement of the suit the defendant, as the holder of certain shares (stating how many) in a certain company or undertaking, as the case may be, (naming it,) was indebted to the company in a certain sum, (stating the amount of the instalments, or so much thereof as is sought to be recovered,) for certain instalments of capital then due, and payable in respect of the said shares, and that the defendant hath not paid the same; and that if, upon the trial of any such action, it shall be proved that the defendant was the holder of any share, when such instalments, or any of them in respect of the same, and for which the action is brought, became due, then such company shall recover such instalments, or so much thereof as is due, together with interest for the same at the rate of 57. per cent. per annum, to be computed from the day on which such instalment shall have become due.

If the subscribers or shareholders have entered into an absolute and unconditional covenant for the payment of subscriptions or calls, they are responsible for all such sums as are demanded by the directors in the mode provided by the deed of settlement, whether the other shareholders have or have not paid up their calls and subscriptions. (o) If the whole of the capital is to be subscribed for, before the calls are made, the shareholders cannot then be made liable upon calls until the subscription has been completed.(p)

When it is provided that the shares shall be forfeited in case of the non-payment of calls, the forfeiture does not attach until it has been reported to and sanctioned by a general meeting of proprietors. A mere notice of forfeiture, therefore, will not excuse a proprietor or holder of shares from the payment of calls. (7) If the shareholder has sold his shares and executed the transfer deed, he remains liable for calls until a memorial of the instrument has been produced and entered in the register of transfers at the office of the company; but after that has been done, and the change of proprietorship has been accomplished according to the provisions of the deed of settlement, and of the act of parliament, the liability is shifted from the outgoing to the incoming shareholder.(r) As soon as the transfer is accepted and registered by the company, the transferee is substituted for the transferor, and becomes the debtor of the company in

(o) Hutt v. Giles, 13 Law, J., N. s. (Exch.) 337. Meigh v. Clinton, 11 Ad. & E. 418.

(p) Norwich and Lowes. Co. v. Theobald, 1 M. & M. 151.

(g) 6 M. & W. 707. Birm. &c. Rail. Co. v. Locke, 1 Ad. & E., N. s., 256.

(r) Aylesbury Rail. Co. v. Mount, 5 Sc. N. R. 127. As to the liability of unregistered subscribers in respect of calls by the directors, West Lond. Rail. Co. v. Bernard, 13 Law, J., N. S., (Q. B.) 68.