The objections to the establishment of a local registry in Shanghai must therefore be inherent in English law, and are, I believe, based on the act of sovereignty, which is implied by the erection of a corporate person, being thought incompatible with the absence of territorial authority. As I have already suggested, company law has considerably developed since 1880, and I would add the suggestion that the idea that all corporations were enacted by the Soversign or by Parliament was still strong in the mind of those who condemned the proposed Order in
Council at that date. The growth of joint stock enter- prise down to 1862 had been slow and the legislature bad
on the whole shown little favour to it until shortly
before that time. This at least is what I have been
able to gather from the meagre material at my disposal.
I venture to think that the Companies Act, 1862, entirely
modified the position of affairs and that companie?
thereafter did not depend upon the exercise of the royal
prerogative or the ominpotence of Farliament.
The history of the subject seems to have been much
the same in France "The Code de commerce" recognised
"sociétés anonymeg" but subjected them to an "autorisation
préalable" which was riven or with held by the Government
at will. Le gouvernement n'avait pas à motiver sa
décision.
Il pouvait refuser l'autorisation à raison
de l'objet de la société jugé dangeroux, du peu
d'honorabilité des fondateurs, de leur crédit politique
restreint, des vices ondes lacunes des stetute on de
tout autre motif". (Leon Geen: Traité du droit commercial
Zme ed: T. II Art:669). Thus this grant of the
"autorisation préalable" seems to correspond very nearly
with the exercise of the royal or parliamentary power.
And that it was so regarded at the time is illustrated
by this passage in the same work (Art:672).
Une 101
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