(1887) Ward v. Royal Exchange Co. (Chitty J.) (1885) Wheatley v. Silkstone and Haigh Moor Coal Co. (North J.) 53 & 54 Vic. cap. 63 (Companies Winding Up Act 1890). Sec. 19 Sec. 10 53 & 54 Vic. cap. 64 (Directors Liability Act 1890). Sec. 1 61 & 62 Vic. cap. 26 (Companies Act 1898). Sec. 1 INTRODUCTION. incorporation (sec. 1). It is proposed to state briefly in the introductory Introportion of this book what are the alterations, which duction. have been introduced into the law relating to joint stock companies by the Companies Act 1900. For the details of the provisions of this Act the reader is referred to the notes, which deal fully with each section individually. Section 1 makes the certificate of incorporation of certificate of a company (whether given before or after the passing of this Act) conclusive evidence that "all the requisitions of the Companies Acts" not merely “in respect of registration " but also "in respect of matters "precedent and incidental thereto have been complied "with and that the association is a company authorised "to be registered and duly registered under the Com"panies Acts". This provision was necessary by reason of certain judicial decisions, which cast some doubt on the conclusiveness of such certificate as to matters precedent to the registration of companies. Section 1 further indicates the manner, in which such certificate of incorporation may in future be obtained, and fixes the date of incorporation of companies, which obtain such a certificate. appointment of articles of It has not unfrequently happened before the pass- Restrictions on ing of this Act (1) that a person, who had not con-director by sented to act as a director of a company, (a) was association and appointed director by its articles of association (which prospectus on naming directors in (sec. 2). Introduction. appointment was frequently the source of annoyance to the person so named and of trouble or even loss to the company itself) or (b) was named as a director or proposed director in a prospectus inviting the public to subscribe for the shares of the company (whereby the public were deceived and induced to apply for shares) or (2) that the person so appointed or named could not, although he had consented to act as director, be compelled to take his qualification shares, because there was no evidence of his consent. In order to prevent the recurrence of such events, section 2 provides (as regards every company registered after the commencement of this Act, which issues a prospectus inviting the public to subscribe for its shares at any time before the expiration of a year from the date, at which the company becomes entitled, by complying with the provisions of section 6 of this Act, to commence business) that a person (a) shall not be capable of being appointed director of such a company by its articles of association and (b) shall not be named as a director or proposed director of such company in a prospectus issued by or on behalf of the company, unless : (1) he has signified his consent to act as director by signing and filing with the registrar a consent in writing to so act and (2) he has bound himself to take his qualification shares (a) where the company has not been incorporated, by signing the memorandum of association for a number of shares not less than the qualification shares (if the regulations of the company require its directors to |