2. Distribution of Capital and Liability of Members.—The interest or share of each member is part of his personal, and not real estate. A member is entitled to have his name •entered on the register of members, which contains the name and address of each, his date of entry, his shares, etc. An annual list is to he made out of all members, with the name, nddress, and occupation of each, as well as the amount of capital, shares, calls, etc., possessed and paid by each, and this list is to be sent to the registrar of joint-stock com panies for inspection. Every member is entitled to inspect at the office of the company the register of members gratis, and any other person is also entitled to do so on payment 'of 1s., or such member or person may demand a copy on payment of 6d. for every 100 If the name of a person is without cause entered or omitted in the register, lie can set the matter right by application to the court. When a company is wound up every member, past and present, must contribute towards the assets enough to pay the debts of the company, subject to the following qualifications: 1. No past member shall be liable who has ceased for one year to be a member; 2. No past member is liable to contribute to any debt contracted after he ceased to be a member; 3. No past member shall be liable to.contribute, unless the existing members are unable to pay the debts; 4. In case of a limited company, no member is bound to pay more than the amount unpaid on shares, or the amount guaranteed by him to be paid, according to the memo randum of association. In insurance companies, if the policy or contract makes the funds alone liable, such contract will remain good. If, at the winding up, any dividend is due to a member, this is to be deemed part payment of his contribution. The result, therefore, is that in all unlimited companies, while one rich member may be liable to his last shilling to pay the whole debts of the company, in the event of his co-members not being able to bear their shares of these debts, in limited companies each member can never be liable to pay more than the maximum share or guarantee, whatever be the amount of the company's debts, and whether the other members pay their shares or not.
3. _Management and Administration of Companies.—Each company must have an office where its business is carried on, and give notice thereof to the registrar. If the com pany is limited it must have its name painted up in a conspicuous place outside its office, and its name must, under a penalty, be printed or engraved on all its notices, advertisements, bills of exchange, checks, receipts, etc. Every limited company must also keep a register of mortgages affecting its property, which any member or creditor is entitled to inspect at all reasonable times. Some companies—viz., limited banking, insurance, deposit, provident or benefit societies—must also each year make out and suspend in their offices a statement of their debts and assets. Every company not hav ing a capital divided into shares must keep at its office a register of its directors and managers. No company is to carry on business when the number of members is less than seven, otherwise each such member, if cognizant of the fact, shall be liable for the whole debts of the company. A general meeting of the company must be held once at least every year. The company may, in general meeting, alter its regulations by special resolution, passed by not less than three-fourths of the members, and a copy thereof must be sent to the registrar and given to each member. The board of trade may appoint one or more inspectors to examine and report on the affairs of the company on the following application: 1, in case of a banking company having a capital divided into shares, on the application of members holding one-third or more of the shares; 2, in the case of any other company with shares, on the application of members holding one-fifth or more of the shares; 3, in the case of any company not having a, capital divided into :shares, on the application of one-fifth or more of the members. The reasons of the
application must, however, be supported by satisfactory evidence. The expenses of such examination shall fall on the members requiring it, unless the board of trade order them to be paid out of the company's funds. The company itself may also by special appoint inspectors to report on the company's affairs.
4. Windbng up of Companies.—A company may be wound up whenever it passes .a special resolution to that effect; also, whenever it does not commence business within a year after incorporation, or suspends its business for a whole year; also, when -ever its members are reduced to less than seven; also, whenever it is unable to pay its -debts; and lastly, whenever the court thinks it is just and equitable that it should be wound up. A company is in the above sense deemed to be unable to pay its debts -whenever a creditor to whom the company owes a debt above £50 has formally demanded -in writing payment of such debt, and the company for three weeks have neglected to pay, or secure, or compound for it. Other tests of being unable to pay its debts are when the company allows execution to issue for a debt, etc. Application may be made wind up the company by petition presented by any creditor or contributory of the company. And whenever an order is made by the court for winding up, all actions and -suits are to be stayed, and the remedy of winding up then becomes the exclusive rem edy. In the process of winding up the court is to have regard to the wishes of the -creditors or contributories. In order to conduct the proceedings in winding up, and to -assist the court, official liquidators may be appointed by such court, and the liquidators -are thereupon invested with full powers to bring and defend actions, sell property, and do all things necessary for winding up the company's affairs, and may appoint a solici tor to assist in performing these duties. The court, also, after an order to wind up, set tles a list of contributories, i. e., of all persons who are bound to contribute to pay the 'debts of the company; also makes calls on such contributories; and may summon sus pected persons who have property of the company. Besides a compulsory winding up -of a company there is also a power of voluntary winding up, whenever a special reso lution has been passed to that effect, or when the company has found its liabilities too ,great to allow it to go on. Liquidators are then appbinted, with the same powers as in the other case. There is also a third mode of winding up, which is called a winding up :subject to the supervision of the court. The liquidators have power to compromise -calls and liabilities to calls, as well as debts present or future, upon such terms as may be reasonable. And where directors have misapplied moneys, or been guilty of breach -of trust, the court, notvithstanding lie is criminally responsible, may compel him to repay moneys so misapplied. The court may also order directors or officers of the com pany to be prosecuted, and the costs to be paid out of the assets.
5. Registration.—The appointment of registrars of joint-stock companies is made by the board of trade, and there must be at least one office for registration in each of the three kingdoms. Every person is entitled to inspect the documents kept by the registrar, -on paying a fee not exceeding ls., and he .may require a copy or extract of documents -at a fee not exceeding Gd. for each folio.
Moreover, as regards other remedies, it is now a criminal offense for directors of -companies to declare and publish fraudulent accounts; and not only are directors per :sonally liable to third parties buying shares on the faith of such false reports, and suffer ing loss, but even the officials who knowingly contribute to these false reports are also personally liable in damages.