guarantee.

liability of its members limited to such amount as the members of a company limited by respectively undertake to contribute to the assets of the company in the event of the same being wound up, hereinafter referred to as a company limited by guarantee, the memorandum of association must contain the following things:-The name of the proposed company, with the addition of the word "limited" as the last word in such name; the part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is proposed to be situate; the object for which the proposed company is to be established; a declaration that each member undertakes to contribute to the assets of the company, in the event of the same being wound up, during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the company, and for the adjustment of the right of the contributories amongst themselves, such amount as may be required, not exceeding a specified amount.

Where a company is formed on the principle of having no limit placed on the liability of its members, hereinafter referred to as an unlimited company, the memorandum of association must contain the following things :-The name of the proposed company; the part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is proposed to be situate; the objects for which the proposed company is to be established.

The memorandum of association must bear the same stamp as if it were a deed, and must be signed by each subscriber in the presence of, and be attested by, one witness at the least, and that attestation is a sufficient attestation in Scotland as well as in England and Ireland. When registered it binds the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in the memorandum contained, on the part of himself, his heirs, executors, and administrators, a covenant to observe all the conditions of such memorandum, subject to the provisions of this Act.

Any company limited by shares may so far modify the conditions contained in its memorandum of association, if autho

Memorandum

of association

of an unli

mited com

pany.

Stamp, sig.

nature, and effect of memorandum of associa

tion.

Power of

certain com

panies to

alter memorandum of association.

Power of companies to change

name.

rised to do so by its regulations as originally framed, or as altered by special resolution in manner hereinafter mentioned, as to increase its capital, by the issue of new shares of such amount as it thinks expedient, or to consolidate and divide its capital into shares of larger amount than its existing shares, or to convert its paid-up shares into stock, but, save as aforesaid, and save as is hereinafter provided in the case of a change of name, no alteration can be made by any company in the conditions contained in its memorandum of association.

Any company under this Act, with the sanction of a special resolution of the company passed in manner hereinafter mentioned, and with the approval of the Board of Trade testified in writing under the hand of one of its secretaries or assistant secretaries, may change its name, and upon such change being made the registrar must enter the new name on the register in the place of the former name, and issue a certificate of incorporation altered to meet the circumstances of the case; but no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name (a).

Regulations to be prescribed by articles of association.

SECTION II.

ARTICLES OF ASSOCIATION.

The memorandum of association may, in the case of a company limited by shares, and must, in the case of a company limited by guarantee or unlimited, be accompanied, when registered, by articles of association signed by the subscribers to the memorandum of association, and prescribing such regulations for the company as the subscribers to the memorandum of association deem expedient. The articles are to be expressed in separate paragraphs, numbered arithmetically. They may adopt all or any of the provisions contained in the table marked A. in the first schedule of this Act. They must, in the case of a company, whether limited by guarantee or unlimited, that has a

(a) 25 & 26 Vict. c. 89, ss. 6-13.

capital divided into shares, state the amount of capital with which the company proposes to be registered; and in the case of a company, whether limited by guarantee or unlimited, that has not a capital divided into shares, state the number of members with which the company proposes to be registered, for the purpose of enabling the registrar to determine the fees. payable on registration. In a company limited by guarantee or unlimited, and having a capital divided into shares, each subscriber must take one share at the least, and must write opposite to his name in the memorandum of association the number of shares he takes.

Table A.

In the case of a company limited by shares, if the memo- Application of randum of association is not accompanied by articles of association, or in so far as the articles do not exclude or modify the regulations contained in the table marked A. in the first schedule of this Act, the last-mentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the company in the same manner and to the same extent as if they had been inserted in articles of association, and the articles had been duly registered.

The articles of association must be printed, they must bear the same stamp as if they were contained in a deed, and must be signed by each subscriber in the presence of, and be attested by, one witness at the least, and such attestation is a sufficient attestation in Scotland as well as in England and Ireland. When registered, they bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of himself, his heirs executors, and administrators, to conform to all the regulations contained in such articles, subject to the provisions of this Act; and all monies payable by any member to the company, in pursuance of the conditions and regulations of the company, or any of such conditions or regulations, is deemed to be a debt due from such member to the company, and in England and Ireland to be in the nature of a specialty debt (a).

(a) 25 & 26 Vict. c. 89, ss. 14—16.

Stamp, sig; nature, and effect of articles of

association.

Registration of memoran

dum of association and articles of association, with fees as in Table B.

Effect of registration.

SECTION III.

GENERAL PROVISIONS.

The memorandum of association and the articles of association, if any, are to be delivered to the registrar of joint stock companies hereinafter mentioned, who must retain and register the same. There must be paid to the registrar by a company having a capital divided into shares, in respect of the several matters mentioned in the table marked B. in the first schedule of this Act, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct; and by a company not having a capital divided into shares, in respect of the several matters mentioned in the table marked C. in the first schedule of this Act, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct. All fees paid to the said registrar in pursuance of this Act shall be paid into the receipt of Her Majesty's Exchequer, and be carried to the account of the Consolidated Fund of the United Kingdom of Great Britain and Ireland.

Upon the registration of the memorandum of association, and of the articles of association in cases where articles of association are required by this Act or by the desire of the parties to be registered, the registrar shall certify under this hand that the company is incorporated, and in the case of a limited company that the company is limited. The subscribers of the memorandum of association, together with such other persons as may from time to time become members of the company, are thereupon a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold lands, but with such liability on the part of the members to contribute to the assets of the company in the event of the same being wound up as hereinafter mentioned. A certificate of the incorporation of any company given by the registrar is conclusive evidence that all the requisitions of this Act in respect of registration have been complied with.

A copy of the memorandum of association, having annexed Copies of me thereto the articles of association, if any, shall be forwarded to every member, at his request, on payment of the sum of one

morandum

and articles

to members.

shilling or such less sum as may be prescribed by the company to be given for each copy; and if any company makes default in forwarding a copy of the memorandum of association and articles of association, if any, to a member, in pursuance of this section, the company so making default shall for each offence incur a penalty not exceeding one pound.

names in

companies.

No company can be registered under a name identical with Prohibition against that by which a subsisting company is already registered, or so identity of 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; and if any company, through inadvertence or otherwise, is, without such consent as aforesaid, registered by a name identical with that by which a subsisting company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned company may, with the sanction of the registrar, change its name, and upon such change being made the registrar must enter the new name on the register in the place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; but such alteration of name does not affect any rights or obligation of the company, or render defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against this company by its new name that might have been continued or commenced against the company by its former name.

Prohibition against cer

ing land.

No company formed for the purpose of promoting art, science, religion, charity, or any other like object, not involving the tain comacquisition of gain by the company or by the individual mem- panies holdbers thereof, can, without the sanction of the Board of Trade, hold more than two acres of land; but the Board of Trade may, by licence under the hand of one of their principal secretaries or assistant secretaries, empower any such company to hold lands in such quantity and subject to such conditions as they think fit (a).

(a) 25 & 26 Vict. c. 89, ss. 17-21.