And the provisions with regard to the directors—their appointint_lt, term and conditions of service, remuneration and dismissal, or retirement, are of the utmost importance to the owner of the original business, and must vary in detail in almost every case. Invariably, however, these particular articles are different to those of a public company ; the managing director has often granted to him an unlimited and absolute power of management. Ile cannot be compulsorily retired under the usual circumstances; he may have an unfettered liberty to engage in what other business he likes, or he may be tied hand and foot to the business of the company. And so, throughout the Articles of Association, those of a private company may differ materiAlly from those of a public company ; and they differ generally in the two extremes : First, in the most important and general individual poners of the directors, which are usually extended in the private and limited in the public company ; and secondly, in the details of the company's regulations, which are usually expressly defined in the private, but merged in general provision in the public company. But notwithstanding this, the general tenor of the articles of both public and private companies is the same.
Registration.—The Memorandum and Articles of Association having now been settled, and each having been subscribed in duplicate by two persons, they must be taken to Somerset House and tiled in the Companies' Registry there. It will be here that all other documents will be filed that arc required so to be, where the public may inspect them. At the time of filing the memorandum and articles it is necessary to file a statutory declaration that all the requirements of the Companies Acts incidental to the formation of the company have been duly complied with, and a special form of application to register. This declaration must be made by the solicitor, if any, u ho has had in hand the work of the formation of the company, or by a director of the company named as such by the articles, or by the secretary of the com pany. Particulars are also filed as to the offices of the company and its secretary ; such offices are always known as the company's registered offices. On registration of a " public" company there are certaiq other requisites.
hicorporation.—A bout a II eek after registration and filing, the authorities at Somerset House will have ready for delivery the certificate of incorporation. When this has been obtained, the company may be said to have become a living legal p'--:aage as from the date of its incorporation as meestioned in the certificate, and it may thenceforth proceed to carry out its objects.
Once registered, once born, the company cannot be got rid of in any other way than by process of winding-up, or by being struck off the register as defunct in consequence of its membership having fallen below the legal minimum, or its not having kept up its returns to the authorities; no circumstances attaching to a company, however disgraceful, or in abuse or fraud of tile law, can give to any authority the power of putting an end to its existence. The registrar may, however, withhold a certificate of incor poration where a company has been formed for an unlswful purpose, or for objects not authorised by the Acts. But the certificate when granted is conclusive evidence that all the requisitions of the Companies Acts in respect of registration and of matters precedent and incidental thereto have been complied with, and that the company has been authorised to be, and is duly registered. And it is only reasonable that the certificate should be conclu sive, for when once the memorandum and articles are registered, and the company is held out to the world as a company undertaking business, willing to receive shareholders and ready to contract engagements, then it would be of the most disastrous consequences if, after all that has been done, any person might go back and enter into an examination (it might be years after the company had commenced trade) of the circumstances attending the original registration and the regularity of the execution of those documents.
The first thing to be done after incorporation will be for the directors to hold a meeting, and pass a resolution adopting the agreement for sale and allotting the shares payable thereunder—not forgetting to file the agreement within the prescribed time. The company will then carry on tIce business as its proprietor in the stead of its former owner ; and the latter, though he still may be in fact the almost absolute ownevf the company and all its property, will be in law a separate and distinct personage therefrom. Formerly, when conducting the business personally, if he wished to put more capital therein he could only do so without security ; now, if further capital is required, he may personally lend it to the company upon the security of mortgage debentures over the whole of the company's property, and so constitute himself a prior and a secured creditor. The result of this position would be that, in case of financial disaster, he would rank before the trade creditors both in point of preference for payment and in point of security — the assets of the company being charged with the prior payment of his debt.