COMPANY LAW OUTSIDE THE UNITED KINGDOM Australia and New Zealand.—Company law in Australia and New Zealand follows very closely the lines of legislation in the United Kingdom. In New South Wales the law is consolidated by the Companies Act, 1899, amended 190o, 1906, 1907, 1918; in Victoria by an Act of 1915, amended 192o, 1926; in South Aus tralia by an Act of 1892, amended 1893, 1924 and 1926 (two Acts) ; in Tasmania by an Act of 192o, amended 1922, 1923, 1927; in Western Australia by an Act of 1893, amended 1897, 1898, 1899, 1902, 1922. In Queensland the law is contained in the Companies Act, 1863, amended 1889, 1891, 1892, 1893, 1896, 1909, 1913. In New Zealand the law is consolidated by an Act of 1908, amended 191o, 1919, 192o, 1921, 1921-22 (temporary), 1924.
in Canada can be incorporated either under the Dominion Companies Act (Revised Statutes of Canada, 1927, C. 27) or under the Companies Acts of one or other of the nine Provinces. The Acts of the Provinces of Nova Scotia, Saskatchewan, Alberta and British Columbia in the main follow the English law, incorporation being effected by the registration of a memorandum of association, usually accompanied by articles of association. The Dominion Act and the Acts of the Provinces of Ontario, Quebec, Manitoba, Prince Edward Island and New Brunswick on the other hand provide for incorporation by letters patent granting a Charter. The various Acts and amending Acts are too numerous to refer to here in detail.
Applicants for letters patent for a Dominion company must file an application showing the purposes of incorporation, the place of business, the amount of the capital stock, the number of shares and the amount of each, the names of the applicants, the amount of stock taken by each and the amount and mode of payment. Other provisions may also be embodied. A company cannot com mence business until io% of its authorized capital has been subscribed and paid for. The word 'limited" as part of the com pany's name is to be conspicuously exhibited and used in all documents. The directors are not to be less than three, and must be holders of stock. Borrowing powers may be taken by resolution of a two-thirds majority at a special meeting of the stockholders.
on Canadian Commercial Corporations.
(H. T. E.) are two kinds of limited liability companies in France—the societe en commandite and the societe anonyme. The societe en commandite corresponds in some respects to the British private company or limited partnership, but with this difference, that in the societe en commandite the managing part ner is under unlimited liability to creditors; the sleeping-partner's liability is limited to the amount of his capital. The French equivalent of the English ordinary joint stock company is the societe anonyme. The minimum number of subscribers necessary to form such a company is seven. The societe anonyme is not legally constituted unless the whole capital is subscribed and one fourth of each share paid up. Assets, not in money, brought into a company are subject to verification of value by a general meet ing. The minimum nominal value of shares, where the com pany's capital is less than 200,000 fr., is 25 fr.; where the capi tal is more than 200,000 fr., ioo fr. The societe is governed by articles which appoint the directors, and there is one general meet ing held every year. A societe anonyme may issue preference shares. The doctrine that a corporation never dies has no place in French law. A societe anonyme may come to an end.
Since 1925 a new form of association has been brought into existence under the name of societe d responsabilite limitee. Its main differences from the societe anonyme are as follows :—(i ) The number of partners or shareholders is not limited and there may be only two partners or shareholders; (2) the capital of the company must be at least 2 5,00o fr. and it cannot be reduced to less than that amount; (3) the company can only be finally in corporated when all the shares have been allotted and have been fully paid up; (4) the shares are not transferable to persons other than shareholders except with the consent of the majority of the shareholders representing between themselves at least three quarters of the company's capital; (5) the company must have a fixed nationality which cannot be changed except with the con sent of all the shareholders.
Germany the class of companies most nearly corresponding to English companies limited by shares are "share companies" (Aktiengesellschaften) and "commandite companies" with a share capital (Kommanditgesellschaften auf Aktien). Since 1892 a new form of association has come into existence known by the name of partnership with limited liability (Gesell scha f ten mit beschrankter Haf tong), which has largely super seded the commandite company.
In forming this paid-up company certain preliminary steps have to be taken before registration :—(i) The articles must be agreed on; (2) a managing board and a board of supervision must be appointed; (3) the whole of the share capital must be allotted and 2 5 %, at least, must be paid up in coin or legal tender notes; (4) reports on the formation of the company must be made by certain persons; and (5) certain documents must be filed in the registry.
In all cases where shares are issued for any consideration, not being payment in full in cash, or in which contracts for the pur chase of property have been entered into, the promoters must sign a declaration in which they must state on what grounds the prices agreed to be given for such property appear to be justi fied. In the great majority of cases shares are issued in certifi cates to bearer. The amount of such a share to bearer must as a general rule be not less than the equivalent of £50, but registered shares of £io may be issued. Balance sheets have to published periodically.
Partnerships with limited liability may be formed by two or more members. The articles of partnership must be signed by all the members, and must contain particulars as to the amount of the capital and of the individual shares. If the liability on any shares is not to be satisfied in cash, this also must be stated. The capital of a limited partnership must amount to f i ,000. Shares must be registered. Insolvent companies in Germany are sub ject to the bankruptcy law in the same manner as natural persons.
For further information see a memorandum on German com panies printed in the appendix to the Report of Lord Davey's Committee on the Amendment of Company Law, pp. 13-26.
companies in Italy are of three kinds:— 0) General partnerships, in which the members are liable for all debts incurred; (2) companies in accomandita, in which some members are liable to an unlimited extent and others within cer tain limits; (3) joint stock companies, in which the liability is limited to the capital of the company and no member is liable beyond the amount of his holding. None of these companies needs authority from the Government for its constitution ; all that is needed is a written agreement brought before the public in the ways indicated in the code. In joint stock companies the trustees (directors) must give security. They are appointed by a general meeting for a period not exceeding four years. The com pany is not constituted until the whole of its capital is subscribed, and until three-tenths of the capital at least has been actually paid up. When a company's capital is diminished by one-third, the trustees must call the members together and consult as to what is to be done. An ordinary meeting is held at least once every year. Shares may not be made payable "to bearer" until fully paid up. A company may issue debentures if this is agreed to by a certain majority. One-twentieth, at least, of the dividends of the com pany must be added to the reserve fund, until this has become equal to one-fifth of the company's capital. Three or five asses sors--members or non-members—keep watch over the way in which the company is carried on. (X.) The word "company," which has of recent years acquired a definite meaning in England, retains in the United States all of its original vagueness, being used indiscriminately to designate all sorts of associations of men from a group of volunteer firemen to the Pennsylvania railroad. The modern business organizations which are called in England the joint-stock company and the statutory company, respectively, are in America known as the "corporation," or, when one wishes to differentiate the two, as the "business corporation" and the "public service corporation."