CO885-(10-11) — Page 192

PUBLIC RECORD OFFICE

Reference :-

TTC.O. 885

PUBLIC RECORD OFF ALLY WITHOUT. PERM BE REPRODUCED PHOTERAPHIC-

COPYRIGHT PHOTOGRAPH—NOT TO

NDON

OF THE

8. Whether the Canadian Parliament has the power of passing an enactment to prevent, regulate, or restrict the operations of the bank, if established as proposed, in the Colony.

When the above minute was written the Acts above, mentioned were in force. Upon the 2nd of November the Companies Act, 1862 (Stat. 25 & 26 Vict. c. 89.), came into operation.

That statute repeals almost entirely the above-mentioned Joint Stock Acts (sec sections 205, 206, and 3rd schedule), re-enacting in substance the greater part of their material provisions.

In addition also to the banking projects mentioned in the Minute, a variety of other banks have been projected and advertised to which the same observations apply as to the London and Colonial Bank, for example, the Bank of Canada, Nova Scotia, and New Brunswick (Limited), whose bead establishment is to be in London with the Right Hon. Sir Edmund Head, K.C.B., late Governor-General of Canada, and Lord Bury, M.P., late Civil Secretary in Canada, at the head of the direction, the Bank of Queensland (Limited) with an ex-Chief Justice of Jamaica for chairman, besides various others, for carrying on banking operations with limited liability, out of Her Majesty's dominions (such as the Union Bank of England and France (Limited), the London and Brazilian Bank (Limited), with influential mercantile names in the direction.

As to the particular bank in question (the London and Colonial Bank) the following is an abstract of what has been hitherto registered

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The Company is registered under the Joint Stock Banking Companies Acts, 1857 and 1858.

It was registered on the 17th March, 1862, and its number is 2,610.

The documents at present registered are—

1. Memorandum of Association, signed by John Barnard Looke and six others, all

of whom subscribe for 20 shares each.

2. Articles of Association, signed by the same seven persons.

3. Notice of situation of registered Office No. 2, New Palace Yard, Westminster.

4. Notice of change of situation of Registered Office, to No. 83, Lombard Street.

In the Memorandum of Association the object of the establishment of the Company

to be the "transacting of every kind of banking business in India and the Colonies, "and dependencies of Great Britain beyond the limits of the United Kingdom."

"The head office shall be in the City of London."

A copy of the case and opinion (referred to in the margin of the Minute) which relate to the Mediterranean Bank is left herewith.

The Attorney and Solicitor General are requested to favour the Lords of Her Majesty's Treasury with their opinion--

1. Whether the effect of the Acte referred to (including the late Act of 25 and 26 Vict. c. 89) is to authorise the establishment of banks of the character of the London and Colouial Bank?

2. If the statutes do not apply to such a bank, whether any and what means are

open for restraining the promoters ?

3. Whether the Canadian Parliament has the power of passing an enactment to prevent, regulate, or restrict the operations of the bank if established, as proposed in the Colony?

[See Statute 3 & 4 Vict. c. 35.]

Report

1st. We think that the effect of the Act 25 & 26 Vict. c. 89. is to permit the establishment in this country upon the footing of other companies regulated by that Act of banks such as the projected London and Colonial Bank. The Act, however, would not authorise them to carry on the business of banking in any Colony or foreign possession of the British Crown, in any manner not authorised and permitted by the local law prevailing from time to time in such Colony or possession. It would, we conceive, merely invest them throughout the British Dominions with the character of English corporations domiciled in England with limited liability (which it is to be observed is the normal condition of corporations, as such, the individual members of corporations not being, by the common law, liable for their engagements), and subject both as to the nature and extent of their corporate powers and management,

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and as to the conditions on which they may be dissolved and wound up to the rules and provisions of that statute.

2nd. Whether the Act applies or not, we think that as to everything which such companies or their promoters may propose or attempt to do elsewhere than in the United Kingdom, they may be restrained in such manner as may be thought expedient by local legislation.

3rd. Our answer to this question is in the affirmative, the question being confined to the operations of the bank in the Colony, and not extending to its corporate capacity or constitution as defined by the Imperial Statute.

We have, &c.

Temple, 2nd December, 1862.

(Signed)

WM. ATHERTON. ROUNDELL PALMER,

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