Limited Liability. Regulations to be observed on Complete Registration with Limited Liability. Penalties to be inflicted for Non-observance of such Regulations. Every Increase IV. Every Company that has obtained a Certificate of Complete Registration with Limited Liability shall paint or affix, and shall keep painted or affixed, its Name on the Outside of every Office or Place in which the Business of the Company is carried on, in a conspicuous Position, in Letters easily legible, and shall have its Name engraven in legible Characters on its Seal, and shall have its Name mentioned in legible Characters in all Notices, Advertisements, and other official Publications of such Company, and in all Bills of Exchange, Promissory Notes, Cheques, Orders for Money, Bills of Parcels, Invoices, Receipts, Letters, and other Writings used in the Transaction of the Business of the Company. V. If such Company do not paint or affix, and keep painted or affixed, its Name, in the Manner aforesaid, each of the Directors thereof shall be liable to a Penalty not exceeding Five Pounds for not so painting or affixing its Name, and for every Day during which such Name is not so kept painted or affixed; and if any Director or other Officer of the Company, or any Person on its Behalf, use any Seal purporting to be a Seal of the Company whereon its Name is not so engraven as aforesaid, or issue or authorize the Issue of any Notice, Advertisement, or other official Publication of such Company, or of any Bill of Exchange, Promissory Note, Cheque, Order for Money, Bill of Parcels, Invoice, Receipt, Letter, and other Writing used in the Transaction of the Business of the Company, wherein its Name is not mentioned in the Manner aforesaid, he shall be liable to a Penalty of Fifty Pounds, and shall further be personally liable to the Holder of any such Bill of Exchange, Promissory Note, Cheque, or Order for Money, for the Amount thereof, unless the same shall be duly paid by the Company. VI. No Increase to be made in the nominal Capital of any Company that has obtained a Certificate of Complete Registration with Limited Liability shall be advertised or otherwise treated as Part of the Capital of such Company, until it has been registered with the Registrar of Joint Stock Companies; and no such Registration shall be made unless a Deed is produced to the Registrar, executed by Shareholders holding Shares of the nominal Value of not less than Ten Pounds to the Amount in the aggregate of at least Three Fourths of the proposed increased Capital of the Company, nor unless it is proved to the Registrar, by such Acknowledgment and Declaration as herein-after mentioned, that upon each of such Shares there has been paid up by the Holder thereof an Amount of not less than Twenty Pounds per Centum; and if any such Increase of Capital as aforesaid be advertised or otherwise treated as Part of the Capital of the Company before the same has been so registered, every Director of such Company shall incur a Penalty of Fifty Pounds; and the Payment of the above Per-centage shall be acknowledged in or endorsed on the Deed so produced, and the Fact of the same having been bonâ fide so paid shall be verified by a Declaration of the Directors, or any Two of them, made in pursuance of the said Act made in the Sixth Year of the Reign of His late Majesty King William the Fourth, Chapter Sixty-two. VII. The Limited Liability. VII. The Members of a Joint Stock Company which has so Members of obtained a Certificate of Complete Registration with Limited certificated Liability, after such Certificate is granted, notwithstanding the Companies to Provisions contained in the said Act of the Eighth Year of Her be free from Liability notpresent Majesty, shall not be liable, under any Judgment, Decree, withstanding or Order which shall be obtained against such Company, or for 8 Vict. c. 110. any Debt or Engagement of such Company, further or otherwise than is herein-after provided. VIII. If any Execution, Sequestration, or other Process in the Effect of ExeNature of Execution, either at Law or in Equity, shall have been cution against issued against the Property or Effects of the Company, and if Company. there cannot be found sufficient whereon to levy or enforce such Execution, Sequestration, or other Process, then such Execution, Sequestration, or other Process may be issued against any of the Shareholders to the Extent of the Portions of their Shares respectively in the Capital of the Company not then paid up, but no Shareholder shall be liable to pay in satisfaction of any One or more such Execution, Sequestration, or other Process a greater Sum than shall be equal to the Portion of his Shares not paid up: Provided always, that no such Execution shall issue against any Shareholder except upon an Order of the Court, or of a Judge of the Court, in which the Action, Suit, or other Proceeding shall have been brought or instituted; and such Court or Judge may order Execution to issue accordingly, with the reasonable Costs of such Application, and Execution to be taxed by a Master of the said Court; and for the Purpose of ascertaining the Names of the Shareholders, and the Amount of Capital remaining to be paid upon their respective Shares, it shall be lawful for any Person entitled to any such Execution, at all reasonable Times, to inspect the Register of Shareholders without Fee. rector consent ing thereto liable. IX. If the Directors of any such Company shall declare and If Dividends be pay any Dividend when the Company is known by them to be made and Corinsolvent, or any Dividend the Payment of which would to their poration insolKnowledge render it insolvent, they shall be jointly and severally vent, each Diliable for all the Debts of the Company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in Office; provided that the Amount for which they shall all be so liable shall not exceed the Amount of such Dividend, and that if any of the Directors shall be absent at the Time of making the Dividend, or shall object thereto, and shall file their Objection in Writing with the Clerk of the Company, they shall be exempted from the said Liability. X, No Note or Obligation given by any Shareholder to the Notes of ShareCompany whereof he is a Shareholder, whether secured by any holders not rePledge or otherwise, shall be considered as Payment of any Money ceivable in Paydue from him on any Share held by him, and no Loan of Money ment of Calls; shall be made by any such Company to any Shareholder therein; Liability of each and if any such Loan shall be made to a Shareholder, the Directors who shall make it, or who shall assent thereto, shall be jointly and severally liable to the Extent of such Loan, and Interest for all the Debts of the Company contracted before the Repayment of the Sum so lent. Officer consenting to a Loan to Shareholders. Rights of Creditors of existing Companies preserved. Change in the Name of a Company under the Act not to affect the Rights of the Company or other Parties. Companies to Fourths of the 8 Vict. c. 110. s. 38. Auditors to be appointed, sub Limited Liability. XI. Where any Company completely registered under the said Act of the Eighth Year of Her present Majesty, or any Company constituted under any Act of Parliament, shall obtain a Certificate of Complete Registration with Limited Liability, the Grant of such Certificate shall not prejudice or affect any Right which previously to the Grant of such Certificate has accrued to any Creditor or other Person against the Company in its Corporate Capacity, or against any Person then being or having been a Member of such Company, but every such Creditor or other Person shall be entitled to all such Remedies against the Company in its Corporate Capacity, and against every Person then being or having been a Member of such Company, as he would have been entitled to in case such Certificate had not been obtained. XII. No Alteration made by virtue of this Act in the Name of any Company shall prejudice or affect any Right which previously to such Alteration has accrued to such Company as against any other Company or Person, or which has accrued to any other Company or Person as against such Company, but every such Company as against any other Company or Person, and every other Company or Person as against such Company and the Members thereof, shall be entitled to all such Remedies as they or he would have been entitled to if no such Alteration had been made; and no such Alteration shall abate or render defective any legal Proceeding pending at the Time when such Alteration is made. XIII. In the Case of any Company which has obtained a Certificate of Limited Liability, whenever, on taking the yearly Accounts of such Company, or by any Report of the Auditors thereof, it appears that Three Fourths of the subscribed Capital Stock of the Company has been lost, or has become unavailable in the Course of Trade, from the Insolvency of Shareholders, or from any other Cause, the Trading and Business of such Company shall forthwith cease, or shall be carried on for the sole Purpose of winding up its Affairs; and the Directors of such Company shall forthwith take proper Steps for the Dissolution of such Company, and for the winding up of its Affairs, either by Petition to the Court of Chancery, or by Exercise of the Powers of the Deed of Settlement, or by such other lawful Course as they may think most fit. XIV. In Cases where a Certificate of Registration with Limited Liability has been obtained, when One Auditor only shall have been appointed under the Thirty-eighth Section of the Act of the ject to Approval Eighth of Victoria, Chapter One hundred and ten, that single Auditor, and when Two or more such Auditors shall have been so appointed, then One of such Auditors, shall be subject to the Approval of the Board of Trade; and such Board in case the Auditor submitted to them for Approval shall for any Reason appear unfit or objectionable, shall appoint another in his Place. of Board of Trade. Recovery of Act to be taken as Part of XV. Every pecuniary Penalty imposed in pursuance of this Act shall be deemed a Debt due to the Crown, and shall be recoverable accordingly. XVI. This Act shall, so far as is consistent with the Contents and Subject Matter thereof, be taken as Part of and construed Limited Liability. with the said Act of the Eighth Year of Her present Majesty, 7 & 8 Vict. Chapter One hundred and ten, and the Act of the Eleventh Year c. 110. and of Her Majesty, Chapter Seventy-eight; and all the Provisions of 11 & 12 Vict. the said Acts, save in so far as they are varied by this Act, shall c. 78. apply to Persons and Companies applying for or obtaining a Certificate of Complete Registration with Limited Liability. XVII. The Provisions of the Act of the Eighth Year of Her present Majesty, Chapter One hundred and eleven, and of the Joint Stock Companies Winding-up Act, 1848, and of the Joint Stock Companies Winding-up Amendment Act, 1849, shall apply to Persons and Companies obtaining a Certificate of Complete Registration with Limited Liability, subject only to such Variations as may be occasioned by the Provisions of this Act. XVIII. This Act shall not apply to Scotland. XIX. This Act may be cited for all Purposes as Liability Act, 1855.” 7 Provisions of & 8 Vict. c. 111., and 12 & 13 Vict." c. 108. to apply to 11 & 12 Vict. c. 45., this Act. Act not to apply to Scotland. "The Limited Short Title. An Act to make further Provision for the more speedy and in the carrying on of such Portion of the Business of the High Court of Chancery as is transacted by the Master of the • Rolls and the Vice Chancellors respectively sitting at Chambers, it is requisite that an Addition to the Number of Junior Clerks attached to the Courts of the said Judges respectively should be forthwith made, and a further like Addition may hereafter ' become necessary: Be it therefore enacted by the Queen's most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same, as follows: I. It shall be lawful for the Master of the Rolls and every of the Vice Chancellors to appoint forthwith after the passing of this Act One additional Junior Clerk to each of their respective Chief Clerks, and for the Master of the Rolls and the Vice Chancellors for the Time being respectively to fill up from Time to Time such Vacancies as may occur in the respective Offices of the Junior Clerks so appointed. Additional Junior Clerk to each Chief Clerk may be appointed. Duties, &c. of the Junior Clerks under this Act. II. Such of the Provisions contained in the Sections numbered respectively XIX., XX., XXII., XXIII., XXIV., XLIV., and XLV. of the Act, intituled An Act to abolish the Office of Master in Ordinary of the High Court of Chancery, and to make Provision for the more speedy and efficient Despatch of Business in the said Court, passed in the Session of Parliament holden in the Fifteenth and Sixteenth Years of the Reign of Her present Majesty, 15 & 16 Vict. (Chapter Eighty,) as relate to the Removal from Office, striking c. 80. applicable off the Rolls, Tenure of Office, Attendances, Duties, Prohibitions, in part to them. Prosecutions, Lord Chancel lor may increase Salaries of Salaries of Junior Clerks tioned among them. Despatch of Business, Court of Chancery. Prosecutions, Penalties and Punishments, Salaries and Annuities, of and respecting the Junior Clerks by the same Act authorized to be appointed, are hereby extended and applied to and in the Case of the Junior Clerks to be appointed under this Act. III. That notwithstanding anything in the Master in Chancery Abolition Act, of the Fifteenth and Sixteenth Victoria, Chapter Eighty, to the contrary, it shall be lawful for the Lord Chancellor, if he shall so think fit, upon the Certificate therein mentioned to order and direct the Salaries of the present Chief Clerks appointed thereunder to be increased to the full Amount autho rized by the said Act, as from the Second Day of November One thousand eight hundred and fifty-five. IV. Notwithstanding anything in the said Act or this Act contained concerning the Salaries to be paid to the Junior Clerks may be appor- respectively, it shall be lawful for the Lord Chancellor to apportion from Time to Time the aggregate Amount of the Salaries which the Junior Clerks to any one Chief Clerk shall for the Time being be entitled collectively to receive, to and between the same Junior Clerks, in such Proportion and Manner as the Lord Chancellor, with the Advice and Assistance of the Judge to whose Court such Chief Clerk shall be attached, may think fit, but so nevertheless that the apportioned Part which shall be directed to be paid to any Person appointed to the Office of Junior Clerk before the passing of this Act shall not at any Time be of less Amount than the Salary to which he would have been at that Time entitled if this Act had not been passed. Office of Master Entries abo And whereas better Provision is required for the due Despatch ' of the Business now transacted in the Report Office of the Court of Chancery: Be it therefore enacted as follows: V. The Office of Master of Reports and Entries shall be and of Reports and the same is hereby abolished from the first Occurrence of a Vacancy therein after the passing of this Act, or from such other Period before the Occurrence of a Vacancy as the Lord Chancellor, with the Advice and Assistance of the Master of the Rolls, may by Order direct. lished from first Vacancy. Report Office to be thenceforth under Superintendence of Clerks be under that of the Senior Registrar. VI. From and after the Time when such Abolition shall take effect, the Business of the Report Office (except such Part thereof as is transacted by the Entering Clerks) shall be conducted and carried on under the Superintendence, Direction, and Control of Records and of the Clerks of Records and Writs, who shall thenceforth disWrits, the En- charge all such Duties relative to the Report Office as may then tering Clerks to belong to the Office of the Master of Reports and Entries, as far as the same may be from Time to Time necessary or proper to be discharged; and such Part of the Business of the Report Office as is transacted by the Entering Clerks shall be conducted and carried on by such Entering Clerks (who shall be thenceforth styled "The Entering Clerks to the Registrars") under the Superintendence, Direction, and Control of the Senior Registrar for the Time being, subject nevertheless, as to all and every Part of the Business now transacted in the Report Office, to such Rules and Regulations as the Lord Chancellor, with the Advice and Assistance |
