SUPERAL COURT:
February 26th.
IN OntarAL JURISDICTION,
BEFORE SI JORN CARRINGTON (CHtter JUSTICE).
THE HONGKONG DAILY PRESS, TUESDAY, FEBRUARY 27, 1900
IN THE MATTER OF ORDINANCE. Lor 1865. AND IN THE MATTER OF THE MAN ON INSURANCE COMPANY, JIMITED.
LR. Irish, 4." This decision seems to enuflet with In re the Northumberland And Darbar District Banking Company supra."
It will boobanrved that fuore is no oso deallug specifically with Articles of Association. No such onen oan be found,
to the Memorandum, of Association doom" ex- oon duly incorporated. But the House of pedient to eto. Ce Lords duolined to accept this view of the effect. Section 16 proscribes that the Artiol of of the iteration. The Lord Chancellor (Lord Assosiation alall be signed by each subelber Chelmsford) said at p. 354-"This objection in the premen of and be tested by one wit strikes at the root of the company's existence, nors at an oast, and, this registered, they for it asorta that there was no Matondam of
Two other points may be mentioned, la the shall bind the company and the mergbors there Association subscribed by seran, persons, and.. of " etc., clocoteqnontly, that there never was any incor- first place it may be asked how far is the se By section 17 it is enacted that the Memo porated sompany Tule, as I understand, is gunent as to the effont of irregularity in the andam of 82sociation, and the Articles of As founded upon an alleged variance between the Articles of Association of a company to be solution, if any, all be delivered to the prospectus and the memorandum of association, carried Thess requisites aro proscribed by Registrar heroinafter mentioned, who shall which is made the ground of a separate objec-section 16 of the Ordinance with regard to retain and register the sam
tion. The short auswer to this objection is Articles of Association-they are to be frinted
the Memor There is no question raised in the found in the Companies Act, 182, which, into be signed by the subsoribora present enÁS that the Momerandum of the 6th ssation provides that any serin or more andum of Association; and the signatures are Association of the company was not in persons way, by, sabecribing their names to a to be attested by ono witness at the least. Let us supprise that Articles which are duly signed His Lordship delivered judgest in this regalar form or not duly registered. Bat Memorandum of Association, and otherwise com- ese as follows
with regard to the Articles of Assovalion plying with the requisition, forma seincorporandaltested bat are lypewritten are registered, On the 5th instant the applicant Ho Tang, it appears that, although they were in piat, ated company. And, by the 18th section. by oversight of the Registrar. Or suppono, btain an onlor calling upon the Man On they were so signed by any of the subscribers upon the registration of the Memorandum ofngai, thut one of the signatures of the sul Insurance Company. Limited, to show canse to the Memorandum of Association. and of Association, etc., the, Registar ball cartily series is not attested. Is the Court, in ether why an order anbf not be made that the recurse there was no attestation. These main zuder his band that the company is in of these cases, after a weer of say. 19 years, to gister of the said Company be reflied by msions unfortunately escaped the notice of the corporated, and a certificate of the in- he invited to pronounco the Articles invalid moving the name of Clug Wing Shan fhors Acting Registrar and he aordingly registered corporation of the company giren by the because they were of the lack of attestation ? fem in respect of serati shares in the said the articles. Apparently be attached them to Registrar shall be conclusiva evidence that all. Yet I do not are that any distinction en bo company. nataleved 2,454, 2,846, 2,947, 3.492, the memorandum of Association by means of a the requisitions of the not in respect of m. drawn between these requisits of printing and 1832,3,833, and 34 repectively, and the name metal paper fastoner, at the same time marking gistration have been complied with. I think attestation and that of the signatuse of sub- if Yung Tak Teng therefrom respect them with his name and the date. On the the certificate presents all recurrence to prior scribere, of four shares fa tes safe Company numberet campistion of the registration proceedings be matter! essential to registration, umongst which 4,255, 4,254, 4,557, auf 4,258 respectively, and by gavá a corlificate of the incorporation of the is the ubscription of a Memorandum of Asso-argentum ao inconvierte plurima calut in substituting for the unes of the said Cheng company, bearing data e 14th March, 1891.ciation by seven persons, and that it is conclu- Wing Shan ad Lai Yang Tak Foug the I find on the evidence betoni me that the Arts-sivo in this ouse that all previous requisites man of the bait Ro Tung as the holder of the cles of Association so registered hire to use bon complied with.". Mil shures. Conse was shown arcordingly on us by the company frous that data until the. In this opinion Lord Cranworth and Celoa-eggerate the insou souienes which could be the 16th and 17th is aut
present time.
S98 per share.
But the
may expressly cosetreed..
In the oase now ander.citation Peel' case aupra was referred to but not on the question of the foot of the certificate of incorporation. In a dala it is said to have boat aut reported, and no doubt the ropart of it was published after the judgement of the House of Lavis bad bean delivered th
In the next place there is an old saying that
lege. And surely if there is a case to which this maxim applies with especial forco 16 is a oase like the present. It is difficult to ex
socasioned to a company, its officers, members, arenalomers, if it were told after carrying on its basinors under a set of Articles of Amorin Lion for a considerable number of yours, that the Articles, were so much waste raper bud bad bean so from the beginulug.
This boing so, it remains to consider whathet the directors of the company is justifed under these Artioles in refusing to register the two tranfers of shures, or either of them, in favour. of the applicant.
The directors justify their action, sudər Actolos 25 and 28. These Articles read as fol lows: Any shavoboller desirous of suit- log all or any of his shares shall sigmiy his destro in writing to the secretary, who shuil, without delay, communicate the same to thi directors for their consent and approval, and 20- less such consent and approval shall be obtained from the directors is respect of the same, no salo or transfer shall be Guered calid or binding upon the company, notwithstanding the said share. holerabill take apon himself the responsibility of siguing the instrument of frinefer to the party to whom the sale is intended to be made.
8-Upon every transfer of shares, it shall be necessary for the directors to ascertain whether the transferee is a respectable au t person to hold shares in the company fore cument shall be given for the sale of such shares. Shoul Banrd of Directors sider that the transferee is not á åt aud. proper person to hold shares far the company, the Heard shall have power to peerent and disallow the sale or transfer of such share or shares do tho. trasferce,"
With regard to the shares purchased by the Applicant from Cheng Wing Shan, it is alleged by the directors as a reason for refusing to register the transfer that the trausteror did not comply with the conditions proscrits by Article 26 necessary to be abarred on a transfer of sherbs. It is clear on the facts that this is so; that the transfer was not effectu- ally made according to the rogulations of the company, and therefore that the tranfferer (the applicant) has no right to call on the com- pany to register the transfer.
The case of the sbares purchased from Lai Yug Tak Tong is different. There the trans- for signified in writing to the secratory bia desire to sell the almres pass over for the pre- seat his offer of the stares to the company] and asked for the consout ael approval of the. directors to the transfer. Before he received an answer he completed the tenzafer The directors then refused to torister the ap plicant as the owner of the shares. The reas for this refusal I have already statel. The applicant says, in his fidavit of the 29th January, that he believes the directors some of them are actuated by improper moţie
show that it is not..
refusing to approve of the tristes to inno of the said shares. There ja no evidone before me in support of this allegation, and I am weble to act upon it. I have only to sider whether the reason given is a legitiuste one or nut. There is nothing 602 suy rate I am waalile to say that the.. directors have exercised thoir right of refusel in an arbitrary or capricious mauer. It would be a rash thing for this Court to say that their belief thata guirtleman who is largely interested in rival insurance companios would not prose an eligible shareholder of the company is anforded or unreasonable. I think there fore, that the directors acted within their
Having regard to the opinions which I have 20 expressed it does not seem nooosary to y anything with reference to the efort of the stipulation in the abare certificates of the com-
The trels of the case are not ja It-this ur all. I think the case work? bỏ disputene, 1899, as the companyfrge from diffenity. Tha langage of the Ays, or Agust, SAD, as the policant angs, Oinance with respect to the signing and The appliant purchased frou Cheng Wing attestation of Articles of Association is express "Shan the even shares Abogs ceppigned. and improlive, and us of opinion that no
I arrive then at the conclusion that the car Eeptember applied to the company to hate mamount of usa ar acquiesteed conlt make good
De diliate of incorporation is conclusivo us to the, le, transfer registered. This application was nay failuruta comply with the plaii and positive considered at a meeting of the directors held provisings of the Ordinance. But this is not all. This case was followed by In Nussan deregistration of the Articles of Asection on the 9th Dotober. In the finutes of that We hurs to consider what is the affect of the rn. Phosphater Company, E. P.2 Ch. D, 610, of this company, and that the Articles wal
Thure, in the bare been put in evidence are the valid sod'öpor-" meeting there is the simple sintement that all gistration and of the consequent ingirportion which was decided in 1896.
ntive Meticles of Association of the company. the directors my fant they disallow the proof the company in relation to these things. By course of proceedings for the whading-np of pound misfen" But in a declaration made en section 15 the Registrar is regained, on the a company it. was digeorque that of the the 13th instant, Chan Tsun bat, the Bere completion of the registration proceedings, to the persone who had sign lery of the congens, says full the diretos givua certificate of incorporation, and thereupon. Bomorandum of Association, one was an in- fised these consent to and approval of the the subscribers of the memoranda of oui funt. A polition was thereupen prosented by transfer day did not consider the said eation and the inture members of the company creditom praying that the company might be Tung to be fit and proper presu to fail beco a birdy corporate; and the motion cod. ordered to be wound up asan unregistered com shares e sull (company). An a better eladies with the following word: A sti-pang, the ground that the company was not written by Moser Desgon up Palings, that of the imparation of any company givou duly corporated and could not therefore be company's solicitors, to Messre. Winson as by the Registrar shall be conclusive evidence wound ep as a registered company. But Vice Grist, the applicant's solicitors, stud the 7th that all the requisitions of this Ordinance in Chandon Hall suid, at p. 615: The femor December, it has said that the head of Dinge spret of rugistration have been complied andun sad Articles of Association having been sers had decided that flag were unable to with,"
registered, are to be open to the pablic for the approve the transter?" The Flow these 1 The question then is, what is the effect of purpose of inspection, so that the public may be paragraphe "Que dients would point oil this provision pou the state of Rs in this enabled to see by whom the Montander was that the vendor of the anashegod has no cusp Des it perals to back the Artipies of signis, and what are the business, powers and complied with Artiels 26 og Articles of As Association of the Company, which were dofee object of the Company. That being so, upon radialion of La cotapacy father the said tico aul not proper to. Un registered. volil and a fair and reasonable interpretation of the 18th render las gal complied witheals stipulation effectual? I contes tak to my mind, on a section, it is plain that the tertiloits of the moutained in his rectifies, viz, that in case plain crostruction of the words, they hars this Registrar is conclusite that the parties have
It sems to me that the Legislature become an incorporated body." And he hold') the shrider wishes to set his share, offvet gist fist give the engang the lotion of pre-intended by them to declare that when a com- that the certificats of incorporation was ensing or fading a pan for the same pany has repaired its certificate of incorporation sufficient to incorporate the company, not and in lese detali në dele detag so is it is to be taken by all the work as fairly lunch withstanding that one of the seven persous was
· liberty to sell the shares le daoine person, ed, and that it is necessary for its moules and an infint at the time," adding that the Our clion's further instraal ge to say that persons dealing with it to make inquiry wather observations of Lost Chelmsford in Oates v. i onder ta asid lass to your diget they would all the proedinge preliminary to its lanching Jargons were clear upon that point." The prepareil to purchase than si shes from baye bean regularly contacted or not.
The next and last bearing upon the point is hims of the market price of thu dg."
mitter is ant so simple as this, for there are de- In re National Debenture and Assets Corpon On receiving this letter dine opedient seons cisions of the English Conrts as to the effect tion. [1801] 2 Ch., 505. This cup was macb to love mate up bis miglga olgan ather at of the corresponding ennelmeet in the Imperial relied upon by Mr. Suds in his argumout on of shares with regard to which the alleged Act of 1802 which it is diffoult, aleed us it behalf of the applicant, and the sun doubt. defuets of tile simuld act exist. Ardingly soms to me impossible, de reconcile. I will it is a considerable authority in his favour. or the 28th December, he mere te parelse refer to tarse decisions in their proper order. that one in a petition for the compulsory wind from Lai Yong Tak Tong the four share That come in are the Northumberland ing-up of a company, which was strontly being besi menthet, is the event of the expany and Duben District Bauking Company De.wonodup voluntarily under supervisio, a doubt met patelning the said along with bad bgG. and I. 337, which was decided in 1818 with was anggestel whether the Memornudum of ored to them. The price at will they were reference to the similar provision contained in Association, although it purported.to be signed offered to the company was shiu per share. ection 115 of the Joint Stock Companies Aot, by sover persons, was not in fact signed by six The company declined to pureliuso ilim at this 1836. Then Lord Juaties Turner sail in the persons ouly, one of the signatories living sigu prier, wing as a reason for their refusal that course of his judgment, at p. 371--I may ed twice in different names: On the bearing B market pies at the time was only $36 te here notito an argument which was urged on Mr. Justice Keltewish me to the conclusion the part of some of the respondents, that we
that this was so, and be thereupon hold that the On the 5th January Messes. Wilkinson and have nothing to do with the question whother cartificate of incorporation, could not by treated Grit wents to the company on behalf of Lui this company, wus authorised to ba registered or en oonolusive of the fist that seven persons had Yung Tak Tong, informing the that he pro- not; that it was sufficient that the company signed the Momorandur, and that us in fact pos to sell his sime to the applicant. On was in fact registered, and that the certificate only six persons had signed it, le cottki not the 8th Jury, the shares were soll and trans of registration is, by the 11th section of the make a winding-up order will respect to ferred accordingly, and ou.thes anne day"Mes. Joint Stock Companies Act, 1856, renderal adn company which di not exist. In the Wilkinson and Grist, wrote, on behalf of the clusive. I notice this argament only for the course of his judgment the learned Judge applicnut, to the company acquainting the purpose of laying it untirely out of the case. distinguished Feel's case supra and Oakes with the sale and transfer "and nking that the If the company was not authorised to be regis- v. Jurquand angra, He seems to have vhares should be registered in fire applicant's teved, I take it to be quite clear that the corti felt a diflenity in doing this, and with all uáme. At 'muoting of this directors which ficate of registration can Jaaf.no avail. - respect, I venture to doubt whether he has done was held on the same day, it was unanimously In re Barned's Banking Company, Peel's it succesfully. He also intiranted a doubt as resolved to didlow the transfer. This decision Case, Ch.7%, was decided in 1867. It was to the authority of In re Nasal Phosphists was communicated to the agt ben letter argued before Lords Justice Turner and Lord Company supra. The case went to the Court from Turare Deacon and Had to Mesare Cuiras, hat fir epnsequence of the death of Lent of Appeal and that Court, not being satuled Wilkinsou aut Grist in the followings termais Justice Turner, Lord Cairns alous pronounced with the evidence as to the number of signa-
35, Queens Road, Hongkong,
judgment. It was an appoul" nuotion, by Mfr. tories, took additional evidence upon that quest 12th January, 1900. William Peel, to discharge an order of the tion, with the result that they found that the Man On Insurance Company.
Master of the Halls refusing to rectify to regis evidence did not rebut the presumption which Dear Sir-In reply to you left of the 5thandter of shareholders of Burned's Banking Com- would be, after the certificate given by the 8th instant directed to the secretary of the above puny. Limited, by removing the appellanta Registrar, that the act was duly complied with company on bousif of Mr. Lut Inng Tak Tong, name therefrom. It appeared there tisk, when out that there were aeron signatories, The irforming him your client had transferred the
the Memorandum of Association of the campouy Court therefore made an order for a compulsory shares referred to in your letter to Mr. Ho Tong
was brought the Registrar of Joint Stock winding up. The question of the proper effect and calling upon the secretary to register the Companion for registration, it was objected to of section 18 of the Act does not seem to have transfer, the company not being prepared to par by him as being too wide in its terms, where been argued before it, and only one case is re- chase them at the price offered, wo aro instrust upon the bearer of it, then and there, without ferred to in the judgments. All the Judges oz- ed to say that the price asked for by your client communication with the persons who had signed pressed the opinion that Mr. Justine Kekswich was a purely fictitious ene and far above the it, made alterations to remove the objectens of was right in point of law. But there are phaseges market value of the shares, The company áre tha Registrar, who at com registered In thin their judgments which seem to show that thepower with regard' also to the second set of prepared to purchase the shares at the ordinary altored form. Now here was a plain violation of attention both of Mr. Justice Kekewich and of slices sed that the application with respect to market rate
the express words of the Ast; the Mecrandain themselves was directed not so much to the them cannot succeed. As regards the registration of the transfer to of Association, as registowl, was not resily ré- meresigning of the Memorandum of Amoolation Mr. Ho Ture. we are instructed to say that the quired by soy of the salmeribers, Yet it was but to the larger question of the number directors, in pursuance of the powers in that held that although the conduct of the Regis of persons required by the act for the formation behalf vested in them by Articles 26 and 28 of trav, in knowingly registering document of a company. At p. 517 Lord Justice Lindley the articles of Association, baing of opinion which hal been thus altered, was most consurssysThe eses came before Mr. Justice that Ir. 11 Tong is not a fit person to holdable, the company was duly constituted, the Kekowick end he dismissed the petition upon abares in the company, cannot give their consertiticate of registration being, ander Section the ground that the company in question con- sent and approval to the transfer, which is 18 of the Companies Act, 1862, conlusiva sisted of less than seven members, and had necessary under Article 26 before the sale and evidence that he requisitions of the not always consisted of less than over members, transfer shall be deemed valid and binding on had been complied with In his judgment and that there was no jurisdiction to wind it up. the company.
Lord Cairus made the following striking His decision on that point was based on the The reason for this opinion of the directors observations, at page 631-"As it was, this construction of the 6th and 18th sections of the is that, a Mr. Ho. Tang is a shareholder or solemn and important document was shared in Companies Act, 1863, and although by the 18th largely intended in other iurance comparing the offer of the Registrer, with the consent section it is enacted that "A certificate of the carrying on business ju competition with their of his deputy, and apparently not without the incorporation of any company, given by the com yuny, it would not be for the interest of sanction of himself, altered us, in fact, to Registrar, shall be conclusive evidence that al. their colony to allow him to become a share-substitute for it a doomment materially duerent, the requisitions of this Act in respect of regist Boller therein. They cannot accordingly con- the execution attached to the former document tration have been complied with, it sens decided sent and approve of the transfer to him, and in its original shape appearing to be as execu as long ago as the time of Lords Justices Knight decline to register it-Youre faithfully,
tion of the document in its altered state. So Bruce and Turner, that the Registrar could DEACON & BATI,
far as the original parties to the decomat were not by a certificate create a jurisdiction in bit- H. W. L. Mosers. Wilkinson & Grist.
be looked at up to the paint of its registration, which the Act had no application. It is a cou Au-result of this letter the notice of motion in my opinion the alteration kú made entirely ditior procedant, for example, that the company. WITH THE PUNTE 'AND MANDABIŲ – on which the present order to show cause was
neutralised mud annihilated the original ereya- shall be registered under the Act that it shall
PRONUNCIATION. granted was filed in the Court on thethton and signature of the document.
consist of seven membere, and if it consists of For.comprehensiveness and practical service January
That, however, is not the qupatice with which; four or five, the Registrar chanot, by ort this Work. stands uncivalled. All the new. On Luis state of facts the following questions I have now to deal.. I bare to decide what the ficate, incorporate the company. Mr. Justice words which the Chinese lave of late years been ariso for decision. In the first placa it is op- effect of this altocation is having regant to the Kekerio come to the conclusion that this com-compelled to coin to express the numerons ob- tended on behalf of the applicant that the 18th section of the Compaairs Act, 1862 This pany bad not consisted of seven members, and jects ir, machinery, photography, telegraphy, Articles of Association under which the convection provides, among other things, that *A if that had been right in point of fact, his do- and in science generally, which the rapidadvance pasy purports to act in refusing to regieter be certificate of the incorportion of any ompany, vision would have been correct in point of law. of foreign relations has imposed upon them, are transfer av altogether invalid. The ground given by the Registrar, shall be cruciasive" Alp. 519 Lord Justios Bowen says: The here given in extenso. Each and every word is for this contention is that the Articles were evidence that all the requisitions of this Act certificate of the Registrer cannot cures fatal fully illustrated and explained, forming exercises defretive in their inception in not complying in respect of registration have been complied blat which is canuud by a smaller number of for students of a most structive nature Both with the requirements of the Companies Orlieith. The certificate was given in this case persons purporting to form a corporate body the Court mad Puuti pronunciations are given anée, 1565, is to their mode of exersation, wud;, in das form. Now, as I understand the cb- than the Art of Parlisment requizen," :
the nodents being.carefully marked on the bost that their registration was therefornjmproperly jection of Mr. Peet, it is, that the requisitions
mineiple hitherto attained. The typography made and munct give them rallit. Thin it of the Aot in respect of registration hire not. "I am clearly of opinion that these words at displays the success of an attempt to make the is said that if these Articles are not operatico, brou compiled with, and that his name tight, the end of zoction. 15, " A certificate of the in- | Chinese and Esgbal, type correspond in the size the regulations contained table A" of the therefore, to be taken off the list of cotribu: corporation of any company given by the of body, thereby effecting a vast ecniony of First Sepalule to, the Compaules Ordinance, teries. But, according to the Act of Parlia. | Registrar shall be conclusive essence that all space, achieving a clearness not previously 1565, apply to the company, and under these mont, die certificate of incorporation given by the maritions of this. Actin repeat of regis slained, and dispensing with those vast margins regulations the right of the applicant to bure | the Høgistrar is nos peroby a primat fucté tration havo has complied with” do not masn, and vacant sparexwhich have horotofore charac the transiers registered is unquestionable. answer, but a conclusive answer, to say suoli tharif less than seven persons utmeribe their tensor Chinees publicstune Mr. Francia for the company, admits that objection, and as it seems to be not only is that name to & Memorandum, and by some over- To illustrate the vast scope of the work the this latter coptution is wall founded. But is the express provision of the Act of datament, right on the part of the Registrar obtain fallowing factsaresubmitted for consideration: is further urged on behalf of the appliant but there is sufficient on for such a pro- registration of a protended company so formed, calmers Vocabulary contains abort: 16,000 that run if the Articles of the company are vision Parliament regaires, for bbyigns pur- the certificate of the Registrar shall be conclu Chinese characters, and Medhurst's English valid the applicant is untitled, on a proper con
poses of public policy, that a company of this: sive lant that was a corporation. It is obvious and Chinese Dictionary about 100,000, whilst stinction of them and in the circumstances of description should begin by Waren et inore that hold that would be to give the Registrar this work contains more than 50,000 English the case, to have the trausfors registered, abile persons subscribing a memorandum which is to practically the power of incorporating a com- words, and upwards of 800,000 Chinese charac on the part of the outpany, it is contauded be registered; and when once the memerandam pany consisting of fewer than ren members, tore, Again, despite all the graments' and that, on the construction and in these cium is registered, and the company is held out to whatass the Ast says a company to be incor other elementary works as yet published, the stauces, the company have bond fide acted with the world as a compras undertaking, basivess, porated under the Act must consist of even or indent of this difficult language absolutely re- fy the porure confresed by their Article in willing receive shareholders, aul andy to more persons.
quires examples to display the various appli refusing to registration- and the Court will contrio mugagements, the it would be of mndat On the whole I am of opinion, after lions and oquivalents of different waste which not interfere with their nation.
disastrous consequence if, after all that has been agrious consideration, that there are sufficient love one general meaning. Of these mamples It is clear that the first and most important { done, any person was allowed to go back and points of diffiroues between this case and the this work contains more than five times as question to be determined is, what is the realeuter into sa sxamination (it might be years case aow before, the Court to enable Position of the Aetioles of Association of the after the company had commenced trade of the me to distinguish them. Mr. Justice Kekering as any other Tictionary hitherto pub-
lished, compary-are they ralid or invalid? circumstances attending the original registenwich and the Court of Appeal were dealing For practical purposes the arrangement of In cousering this question it will be convenition and the regularity of the execution, of the with the question of the quasitation of the the work is so complete that a reference to its ent to get out in the first place this statutory document originally received up the Registrat company by the requisite number of persons; pages enables a person who understands English "provisione plating to the registration of e-The Registrar, if he performs his duty carefully, as eridence of course, by their signing the communione effectively with natives who myranda el arteles of association, and this to will be is guardian of the pahlia interest by meraud of association. They were dealing understand nothing but Chinese. In this respect state the facts relating to the registrati of seeing that the remorandum is properly also with the Memorandum of Association which the work will be found indispensably to all these particular articles.
executed and property brought for registration; le vital and essential docuranul in the form Europeans residing in China, and to the natives. By section 6 of the Companies Ordinance, but whether to does so or not, when once the time of a company-as Lord Cairns called it, hemselves it explainis aubjects fully with, which 365, it is peacted that "ary saves or more per certificate of incorporation is given, nothing is the charter of a company. I na dealing with are fewigused of them are perfectly acquainted. seus associated for any Inviful purpose, except to be inquired into as to the regularity of the Articles of Association whink there was no obliTo parties resident is England and interested that of carrying on the bagindas of barking, aulisequent proceedings
gation on the company to register, and with is Chins it cannot but be invaluable bocasion- may by subasing their namesten Meniormulurg Curiously enough, within a few days after the refervoon yo, which y such larga questions of ully. of Associaticu unt otherwise complying with decision in this case, the House of Lorde was power and, iurisdicionou are. But if the the requidtions of this Ordines in respect of dealing with the samo point in Oaks v. Jaf-1 cash 18 who I am referring is really a gorern registra ion, fores any incorporated company, quand, L. R. 2.11. L 326. In funt case when ing mitt iy in the facts of the present case with or without limited liability,
the attesting witness to the Memortodum of then I anngh with much diffidence and Section II omaets that “tha Maanunudum of Association, took it for registration to the with the past respect, aluot to follow the Associationskall be signed by sachpulsoriter in Begistrar of Joint Stock Companies, the Regis expres rug of Lord Cairng in Feel's Case 110 prasaste of and be attested by one witness trai refused to receive it unless ceghin words sopra and a fue Houses of Louis in Oakes ▼.
Jurquoi repré company and the embors thereof, atc, et courented and the words objented to wore In Brektey on Companies, pfl, there is the By Euction 14 it is provided as follows: The struck ut et cave, without any commanien following note ng és Irish cas"So under Memoirnisgi of Association may, in the dash of tion being had with my other period. The sepflion 192 which is similar to its forms te WMERCHANT NAVY by J n company limited by guaranteo or auluted, memorandum was then registered. It was section 18j-it has been held in Ireland that bonocotomniod, when registered by Articles of argued for the appellants that thore had where a valeny dompany had boon registered TETHERSTONHAUGH Association sig red by the subscribers to the Me been up signing and registration of the ander the Act, the certificate war conclusive that moen of Association, and prescribing such memerudi nein Reconqure with the statute, it was a my anthorized to be rogistered: Oflce, and to be had from all Booksellem #1826 regulations for the company of the subscribers and that consequently the company had not. Boues and Weat Clare Kairay Company, 3
a
The order must be discharged with cists... Mr. Slade instructed by Messrs. Wilkinson- and Grist) appeared for Mr. Ho Tung and Mr. Francis, Q.C. (instructed by Messrs. Deacon and Haslinge) for the Insurance Company.
NORTH FORMOSA, '
MAP of NORTH SALE-A FORMOSA, by J., W. PATERSSON NEW EDITION Customs Section. Colorared Price, $200. ·To bé það ið Daily Press Office and the Booksellers. Hongkong, 26th June 1880
(1448
NOW ON SALE
IMPERIAL; QUARTO,"
DICTIONARY.
Concern, tag to the of its most sound soli su is to enable compress to be registered ENGLISH AURARY INESE
at the least". "It shall, when registered, bind the ju it were struck out The aftesting wilness
|
Lord Justice Kay says, at the same page
It comprises upwards of two thousad largo usato pages on 4 Vol IMPERIAL QUARTO, Price $20. A Large REDUCTION. in IIOE is made to Purchasers of SIX er mere Copies 4
BASHONGKONG :
THANY PRESE OFFICE, WYNDHAM ST. DEMY, UCTAVO, pp. 248 Prine, 52.50.
EXPLOITS OF THE
Published at the HONGKONG DALY PRESS Hongkong, 21st December, 18AL