the proposed name.

The Registrar will decline to register a Company part of the name of which is either "Queen," Victoria," "Crown," "Royal," "Imperial," "Prince of Wales," or other name implying Royal patronage. But upon

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due cause shown the Secretary for Scotland in the case of Scotch Companies, and the Secretary of State for the Home Department in the case of English Companies, may sanction the use of the desired word.

By sec. 20 of the Act of 1862 it is provided that no Company is to be registered under a name identical with that by which a subsisting Company is already registered, or so nearly resembling the same as to be calculated to deceive, except in a case where such subsisting Company is in the course of being dissolved, and testifies its consent in such manner as the Registrar requires.

name.

This statutory provision is but a declaration of the general law which prohibits one man from appropriating another's trade A new Company may take the name of a Company in course of liquidation, and that before the name of the old Company is taken off the register. To accomplish this, the consent of the old Company is essential. Such consent must be given on a form supplied by the Registrar, and signed by the liquidator, or two directors of the old Company, and countersigned by the secretary. The form when so signed is then lodged with the Registrar, impressed with a duty of 5s. A Company not registered under the Acts can prevent the registration under the Acts of a projected new Company which is intended to carry on the same business as the unregistered Company, and to bear a name so similar to that of the unregistered Company as to be calculated to deceive the public.

A few instances may be given where (1) interdict was not granted on the ground that there was not sufficient similarity in the two names necessarily to lead to the inference that there was an intention to deceive; and (2) where interdict has been granted.

(First) Interdict refused.-The Merchants Banking Company of London Limited v. The Merchants Joint Stock Bank

Limited; London and Provincial Law Assurance Society v. London and Provincial Joint Stock Life Assurance Company; Colonial Life Assurance Company v. Home and Colonial Assurance Company Limited.

(Second) Interdict granted. Madame Tussaud & Sons Limited v. Louis Tussaud Limited; Universe Life Assurance Association v. Universal Life Assurance Society; Manchester Brewery Company Limited v. North Cheshire and Manchester Brewery Company Limited.1

All Companies except those formed for purposes not of gain and with unlimited liability must have the word “Limited” as the last word in the Company name. It is not a compli

ance with the Act to use any abbreviation thereof.

The name of the Company must appear in full on the outside of every office where the Company carries on business, and must also appear on its seal, and on every document or advertisement issued by or on behalf of the Company, including bills, cheques, promissory notes, and other the like documents.2 For non-compliance with these regulations, penalties are imposed.3

In one case, directors of a Company in accepting a bill omitted to use the word "Limited" in the Company name, and as the bill was dishonoured at maturity the Court found the directors personally liable, as the real name of the Company did not appear on the bill. The judges in disposing of the case said that secs. 41 and 42 of the Act were two of the most important sections, and the Court must take care not to relax them. THE REGISTERED OFFICE OF THE COMPANY.-Every Company must have a registered office to which all communications and notices may be addressed. It is unnecessary in the Memorandum to state the postal address of the registered office. It is sufficient and is usual merely to state that the "Registered

1 1898, A. C. (H. L.) 83.

2 For full statutory requirements, see Act 1862, sec. 41.

3 Act 1862, sec. 42.

5 Act 1862, sec. 39.

4 Atkins v. Wardle, 5 T. L. R. 734.

Office of the Company will be situate in" (England, Scotland or Ireland, as the case may be). Notice, however, of the situation of such registered office, and of any change therein, must be given to the Registrar, and recorded by him, as until this is done the Company is not deemed to have complied with the provisions of the Act with respect to having a registered office.1

The notice as to the situation of the registered office should be given to the Registrar concurrently with the lodging of the Memorandum of Association. The notice must be given on a special form supplied by the Registrar, which requires to be stamped with a registration fee stamp of 5s.

OBJECTS OF THE COMPANY.-One of the most important matters to be kept in view in framing the Memorandum is the object for which the Company is to be incorporated. The Act provides that there must be stated in the Memorandum "the objects for which the proposed Company is to be established." The coming into existence of the Company is to be an existence for these objects, and these objects alone, until otherwise altered in competent form. In short, it states the ambit and extent of vitality and power which by law are given to the corporation, and it assumes that nothing shall be done beyond that ambit, and that no attempt shall be made to use the corporate life for any other purpose than that which is so specified. Hence its terms cannot be altered except to the extent provided for by Statute.

A contract made by the directors of a Company upon a matter not included in the Memorandum of Association is ultra vires of the directors, and is not binding on the Company. Nor can such a contract be rendered binding on the Company though afterwards expressly assented to at a general meeting of shareholders. Being in its inception void as beyond the provisions of the Statute, it cannot be ratified even by the assent of the whole body of shareholders.2 But, 1 Act 1862, sec. 40.

2 Ashbury Railway Carriage Co. v. Riche, 1875, 7 H. L. 653.

on the other hand, a Company may do whatever is fairly incidental to those things which the Legislature has authorised and is ordinarily and reasonably done in such business as it carries on, unless the same is expressly prohibited in its deed of incorporation.1

LIABILITY OF MEMBERS.-This differs according to the class of Company to which the member belongs. In Companies limited by shares, the partners are liable only for the amount if any unpaid on the shares registered in their names. In Companies limited by guarantee, the liability of members extends only to the amount they undertake to contribute to the assets of the Company in the event of their being called upon to do so. Between Companies limited by shares and Companies limited by guarantee there is a very material and important distinction. In the case of Companies limited by shares, the directors may at any time in their discretion-subject to any stipulation in the deed of incorporation to the contrary-call up from the shareholders the amount of the uncalled capital; whereas in Companies limited by guarantee the directors have no such power, and the members of the Company can only be called upon to make good their guarantee in the event of the Company going into liquidation. In Companies with unlimited liability the shareholders are jointly and severally liable in every farthing of the indebtedness of the Company. The statutory regulations as to the liability of members of Companies limited by shares and by guarantee will be found in sec. 38 of the Act of 1862.2 These regulations naturally exclude Companies in which the liability of members is unlimited.

CAPITAL OF A COMPANY.-The Companies Acts treat the capital of a Company as one item, and take no cognisance of the various classes into which that capital may be divided. Such division is a subject of contract, and any preferences given to one class of shareholders over another class will receive effect. But, in the absence of any such contract, all

1 Attorney-General v. Great Eastern Rly. Co., 1880, 5 App. Cases, 473. 2 For which see Appendix.

the members of the Company are deemed to have equal rights.

Money proposed to be raised by debentures should not be stated as part of the capital of the Company, for it is not capital, but a debt due by the Company to the lender.

The Memorandum of Association of a Company limited by shares must specify the amount of the capital with which the Company proposes to be registered. It is a sufficient compliance with the Act if the Memorandum merely states that "the capital of the Company is (say) £10,000 sterling, divided into 10,000 shares of £1 each." But any competent regulations made with reference to the capital in the Memorandum will receive effect. Hence it is usual to state whether any and what part of the original capital is to have a preference, and to specify whether the preference applies to dividend or capital, or to both. It is also usual in this clause to reserve power to increase the capital of the Company by the creation of new shares, whether ordinary or preferential; but it is enough if this power be contained in the Articles. If there be no such provision, the Company cannot issue preference shares so as to entitle the allottees to a preference over the ordinary shareholders. Thus, in one case, preference shares were issued by a Company in whose Memorandum, or Articles, there was no provision for the issue of such shares. The Company went into liquidation, and it was decided that the allottees of the preference shares were not to be dealt with as ordinary shareholders, but as creditors of the Company, and were thus entitled to receive back the amount paid for the shares with interest from the date of the allotment, under deduction of the sums received in name of dividend on the shares.2

Where in the Articles it is provided that the preference shareholders are to be entitled to a preferential dividend of so much per centum per annum, and there is nothing said as to the manner in which arrears of interest are to be dealt with,

1 Rattray v. Smellie, 1895, 22 R. 577.

2 Waverley Hydropathic Co. v. Barrowman, 1895, 23 R. 136.